RLJ Lodging Trust DEF 14A, filed Mar 24, 2025
RLJ Lodging Trust (RLJ-PA)
DEF 14A
2025-03-24
For: 2025-04-25
View Original
Added on
June 12, 2026
About this DEF 14A
RLJ Lodging Trust filed this DEF 14A on March 24, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Definitive Proxy Statement
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7373 Wisconsin Avenue
Suite 1500
Bethesda, Maryland 20814
Suite 1500
Bethesda, Maryland 20814
MESSAGE FROM OUR CEO AND EXECUTIVE CHAIRMAN
DEAR SHAREHOLDERS:
You are cordially invited to participate in the 2025 Annual Meeting of Shareholders of RLJ Lodging Trust (the “Annual Meeting”), which will be held in a virtual format through a live webcast on Friday, April 25, 2025, at 1:00 p.m. Eastern Time. You will be able to participate in the virtual Annual Meeting by first registering at http://register.proxypush.com/RLJ. Further details about
the meeting, proposals and voting are included in the accompanying proxy statement.
Your Board of Trustees is unanimously recommending a highly qualified, experienced, diverse and actively engaged slate of nominees for election to the Board at the Annual Meeting.
Your Board nominees are:
| | | Your Board brings executive and financial leadership, a wide range of complementary skills and backgrounds relevant to the Company’s industry including strategy and commitment to shareholder value, and strong gender, racial and ethnic diversity. As a group, the average tenure of the Board’s nominees is approximately ten years with five of nine nominees being new to the Board since 2016. | | |
The accompanying Notice of Annual Meeting, the 2025 Proxy Statement, and our 2024 Annual Report to
Shareholders, which includes our audited financial statements, describe matters to be addressed at the Annual Meeting. Your vote is important and your prompt attention to these materials is greatly appreciated. Regardless of whether you plan to participate in the virtual Annual Meeting, we hope you will vote as soon as possible. We encourage you to carefully read the proxy statement before voting.
On behalf of our Board of Trustees and our employees, we thank you for your continued interest in and support of our Company.
Sincerely,
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Leslie D. Hale
President and Chief Executive Officer |
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Robert L. Johnson
Executive Chairman |
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March 24, 2025
MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE
DEAR SHAREHOLDERS:
It is an honor and pleasure to serve as RLJ Lodging Trust’s Lead Independent Trustee. On behalf of the Board of Trustees and the RLJ management team, we thank you for your investment in our Company. I am proud of the innovative spirit and commitment to operational excellence that resulted in strong 2024 operating performance, and I look forward to the opportunities in 2025 and beyond to generate long-term value for our shareholders.
Business Highlights
During 2024, we achieved RevPAR growth that was once again in the top quartile of our peers and outpaced the overall industry. Our relative outperformance was a result of our multi-year initiative to enhance our portfolio and reposition our footprint in core urban markets. Our management team executed on a number of initiatives in 2024, including:
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Executing conversions. Continuing our successful track record of extracting embedded value within our portfolio, we completed several conversions this year. These conversions are located in strong urban markets and represent another channel to drive incremental performance that is unique to our portfolio.
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Strategic acquisitions. We continued to grow our mix of “Lifestyle” segment hotels that are benefiting from growing consumer preference for bespoke experiences and generate seven-day a week demand. We acquired a boutique hotel in Denver, Colorado that sits in a prime location within the Denver CBD and firmly aligns with our portfolio objective of acquiring high margin, rooms-oriented hotels in heart-of-demand locations.
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Strengthening the balance sheet. Throughout the year, we actively managed our balance sheet by addressing our 2025 debt maturities. We ended 2024 with a strong and nimble balance sheet that will allow us to execute our growth initiatives.
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Enhancing shareholder returns. We once again demonstrated our commitment to enhancing total shareholder returns. This was accomplished through recycling capital from disposition proceeds into opportunistic share repurchases. In addition, we also increased our quarterly common dividend by 50%.
These achievements were underpinned by the continued dedication of our executive leadership team and associates across the organization.
Commitment to Corporate Responsibility
Corporate responsibility is a core tenet of RLJ’s identity. We are committed to fostering inclusivity in the workplace, demonstrating high ethical standards in the operation of our business and managing our portfolio to reduce climate and other risks along with minimizing our environmental impact.
We are intentional about our sustainability disclosure being useful to our stakeholders, and we published our second annual Corporate Responsibility report in 2024.
Engagement with Stakeholders
RLJ seeks to continue its practice of thoughtful engagement with our stakeholders including our shareholders, communities and associates. This engagement ranges from informal conversations and discussions to formal presentations, and they are invaluable opportunities to hear perspectives from our various stakeholders.
Looking Ahead
Our 2024 performance reflects the benefits from our multi-year strategy to reposition our portfolio in core urban locations. We believe our portfolio is positioned to benefit from all positive demand trends in 2025. We thank you for your continued investment in RLJ.
Sincerely,
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Nathaniel A. Davis
Lead Independent Trustee |
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March 24, 2025
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS | April 25, 2025
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders of RLJ Lodging Trust will be held:
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WHEN
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Friday, April 25, 2025 1:00 p.m. Eastern Time
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RECORD DATE
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Shareholders of record at the close of business on Thursday, March 6, 2025, are entitled to vote
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Items of Business
The Annual Meeting will be held for the following purposes:
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Proposal
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Board Recommendation
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See page
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1
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To elect nine trustees, nominated by the Board and named in the Proxy Statement
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FOR EACH
TRUSTEE NOMINEE |
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025
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To approve, on a non-binding advisory basis, the compensation of our named executive officers
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To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting
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The Board of Trustees has fixed the close of business on Thursday, March 6, 2025, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.
Accordingly, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.
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This notice and the enclosed Proxy Statement are first being made available to our shareholders on or about Monday,
March 24, 2025. |
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Bethesda, Maryland
March 24, 2025
March 24, 2025
By Order of the Board of Trustees,
Chad D. Perry
Executive Vice President,
General Counsel and Corporate Secretary
Executive Vice President,
General Counsel and Corporate Secretary
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
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YOUR VOTE IS VERY
IMPORTANT |
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| | | Please cast your vote as soon as possible on each proposal to ensure your shares are represented at the virtual Annual Meeting. If you participate in the virtual meeting, you may change or revoke your proxy and vote at the meeting, if you desire. | | |
| | | Even if you plan to participate in our virtual Annual Meeting, please read this Proxy Statement carefully and vote as soon as possible using any of the following methods. | | |
| | | Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the virtual meeting, you must obtain a legal proxy issued in your name from that record holder. | | |
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HOW TO VOTE
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| | | Have your proxy card in hand and follow the instructions. | | | |||
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BY TELEPHONE
Dial toll-free 24/7 1-866-883-3382 |
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BY INTERNET
Visit 24/7 www.proxypush.com/rlj |
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BY MAIL
Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope |
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| | | The deadline to vote by phone or electronically is 11:59 p.m. Central Time on April 24, 2025. If you vote by phone or electronically, you do not need to return a proxy card. | | | |||
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2025 |
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| | | This Proxy Statement, our 2024 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2024 are available at http://www.rljlodgingtrust.com/meeting.html. | | |
PROXY STATEMENT
Table of Contents
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2025 PROXY STATEMENT | i
PROXY SUMMARY
This summary highlights certain information contained in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
“We,” “our,” “us” and the “Company” refer to RLJ Lodging Trust. This Proxy Statement, the proxy card and our 2024 Annual Report to Shareholders are first being made available to our shareholders on or about Monday, March 24, 2025.
RLJ Lodging Trust
2025 Annual Meeting of Shareholders
2025 Annual Meeting of Shareholders
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WHEN
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Friday, April 25, 2025 at 1:00 p.m. Eastern Time
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WHERE
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RECORD DATE
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| | Shareholders of record at the close of business Thursday, March 6, 2025, are entitled to vote | |
Matters to Be Voted on at the Annual Meeting
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Proposal
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Board Recommendation
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See page
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1
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To elect nine trustees nominated by the Board and named in this Proxy Statement
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FOR EACH
TRUSTEE NOMINEE |
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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025
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To approve, on a non-binding advisory basis, the compensation of our named executive officers
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To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting
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2024 Business Highlights
During 2024, we achieved RevPAR growth that was once again in the top quartile of our peers and exceeded that of the industry. Our relative outperformance came amid an overall choppy macroeconomic backdrop. Against this backdrop, the lodging industry remained resilient, achieving positive RevPAR growth for the year with revenues achieving a new peak.
Urban markets outpaced the industry RevPAR growth as these markets benefited from improving business travel, continued demand from small and medium sized enterprises, and expanding demand from traditional corporate sources such as financial services, consulting and technology. The industry also experienced robust group demand, and the continuation of strong urban leisure demand from concerts, sporting events and other special events.
While our portfolio benefited from stronger growth in urban markets, our relative outperformance versus our peers and industry was driven by our multi-year initiative to improve our portfolio’s growth profile and reposition our footprint in core urban markets. All these factors led our portfolio to achieve 2.0% RevPAR growth in 2024. Additionally, we achieved strong growth in non-room spend such as parking and food and beverage (“F&B”) driven by our ROI initiatives over the last several years, supporting total revenue growth of 3.2%. Offsetting positive revenue growth, headwinds in wages and benefits, insurance and real estate taxes persisted throughout the year, leading to margin decline during the year.
Despite the choppy backdrop, we advanced our key objectives in 2024 including:
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Conversion execution. We remained focused on unlocking value in our portfolio including executing on the conversion of the former Hotel Indigo to Hotel Tonnelle in New Orleans, a Marriott Tribute Portfolio Hotel, the renovation of the former Wyndham Medical Center in Houston to the DoubleTree Houston Medical Center, the conversion of the former Wyndham Pittsburgh University Center to the Courtyard by Marriott Pittsburgh University, as well as our conversion projects in Nashville and downtown Pittsburgh. We are on pace to deliver two conversions per year.
2025 PROXY STATEMENT | 1
PROXY SUMMARY
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Strategic acquisitions. We utilized our strong balance sheet to acquire the 110-room Hotel Teatro in Denver, further expanding our Urban Lifestyle footprint and the fee simple interest in the 304-room Wyndham Boston Beacon Hill, which was previously subject to a ground lease, creating an incremental attractive conversion opportunity.
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Strong balance sheet. We continued to prudently manage our balance sheet to improve the laddering of our maturities, reduce our cost of debt and increase balance sheet flexibility. Specifically, during 2024, we entered into a new $500.0 million term loan to address our 2025 maturities and reduce the outstanding balance on our revolving credit facility. Additionally, we executed several attractive interest rate swaps to manage interest risk. We ended 2024 with a strong balance sheet including over $900 million of liquidity.
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Enhancing shareholder returns. During the year, we continued to demonstrate our commitment to enhancing total shareholder returns by returning significant capital to shareholders through the repurchase of 2.3 million common shares for $22.0 million at an attractive price of $9.39 per share and increased our quarterly common dividend by 50%.
Corporate Governance Highlights
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BEST PRACTICES
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7 of 9 (78%) trustee nominees are independent, including all members of our Board committees
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Separate Chairman and CEO roles
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Lead Independent Trustee with robust, well-defined role
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3 of 9 (33%) trustee nominees are women, and 5 of 9 (56%) trustee nominees are ethnically diverse
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Balanced trustee tenure with an average tenure of approximately ten years
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Board composition is a mix of skills and experiences that align with Company strategy
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Annually elected Board with a majority voting standard
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Board responsibility for risk oversight
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Independent trustees regularly meet without management present
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Robust Code of Business Conduct and Ethics
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Annual evaluation process for full Board, Board committees and individual trustees
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Active shareholder engagement program
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Meaningful stock ownership requirements for the CEO and Executive Chairman (5x base salary) and other executive officers (3x base salary)
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Opted out of the Maryland Unsolicited Takeover Act
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Adopted amendments to our Declaration of Trust and bylaws to allow shareholders to amend our bylaws by a majority vote of the outstanding shares entitled to be cast on the matter
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Strong commitment to Environmental, Social and Governance (“ESG”) Stewardship
Corporate Responsibility Highlights
During 2024, we published our second annual Corporate Sustainability Report, highlighting the sustainability, diversity, and governance initiatives implemented by the Company. This report included disclosures in accordance with SASB, GRI and TCFD. Additionally, during 2024 we joined GRESB as a participating member, further demonstrating our commitment to benchmarking and improving our environmental, social, and governance performance in alignment with industry standards. Our participation allows us to assess our sustainability practices against industry peers, identify opportunities for improvement, and provide greater transparency to our stakeholders.
Our commitments to corporate responsibility span across the following core areas:
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Environmental Stewardship
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We are committed to reducing the prospect of long-term environmental damage and, where economically reasonable, we aggressively seek opportunities to do so. Our efforts include:
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Setting an initial goal to reduce our carbon emissions by 35% by 2030
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Reduced the energy intensity of our portfolio by 11% and our greenhouse gas intensity by 22% since 2019
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Addressing energy and water efficiency initiatives across the entire portfolio
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Upgrading our portfolio’s building HVAC systems during the normal course of renovations
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Maintaining our corporate headquarters in a LEED Platinum building
2 | investor.rljlodgingtrust.com
PROXY SUMMARY
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Diversity and Inclusion
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At the end of 2024, 64% of our employees were racially diverse and 45% were women. The Company has initiatives to ensure that our Company remains supportive for all, including:
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Conducting regular training on “Creating a Respectful Workplace”
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Increasing the ethnic and gender diversity of the Company’s first and second tier leadership and ensuring an inclusive slate of candidates for all job vacancies
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Recruiting a broad range of candidates for our internship, analyst and other positions, with special outreach to a variety of colleges and universities. We view this as a way to introduce students to the real estate industry, especially women and minorities who traditionally have been under-represented in the industry
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Financially supporting organizations of all sizes
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Governance
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We are committed to strong corporate governance and to building upon our current robust practices. Over the past year, we have continued to make progress on our corporate governance processes, including the following:
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The Audit Committee continued its role in evaluating and addressing corporate risk, especially as it relates to cybersecurity
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Regular management reporting to the Nominating and Corporate Governance Committee on human capital issues, including with respect to recruitment, retention and succession planning
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Corporate Citizenship
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The Company takes seriously its responsibility to strengthen the communities in which we operate. We are always focused on adding real value to our community. Our corporate programs are especially focused on benefiting the underserved children and young people of the Washington, D.C. area and those in need, including:
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Habitat for Humanity of Maryland (assisting with home ownership for low-income residents)
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San Miguel School of Washington, D.C. (an independent, tuition-free Catholic middle school targeting primarily Latino boys in grades 6-8 from the District of Columbia and surrounding communities that supports its graduates through high school)
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Don Bosco Cristo Rey (high school student work-study and mentorship program focused on low-income students)
2025 PROXY STATEMENT | 3
PROXY SUMMARY
Board of Trustees Overview
In evaluating our Board and considering Proposal 1, you are encouraged to review the “Corporate Governance and Board Matters” section of this Proxy Statement below. This section discusses the role of the Board in our strategy, our approach to Board refreshment, our commitment to ensuring shareholders have an engaged and responsive Board in place with the right skillsets and diversity, our shareholder engagement practices and our strong, shareholder-friendly corporate governance.
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100%
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| | | attendance at the 2024 annual meeting of shareholders by all trustees serving in 2024 | |
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100%
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Committee Membership
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Trustee and
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Current Public
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Audit
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Compensation
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Nominating
and Corporate Governance |
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Robert L. Johnson
Founder and Executive Chairman, The RLJ Companies
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2011
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G-III Apparel Group Ltd
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Leslie D. Hale
President and Chief Executive Officer, RLJ Lodging Trust
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2018
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Delta Airlines, Inc.
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Senator Evan Bayh
Senior Advisor, Apollo Global Management
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2011
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Berry Plastics
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Marathon Petroleum
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Fifth Third Bank
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Arthur R. Collins
Chairman, theGROUP
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2016
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KB Home
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AFLAC, Inc.
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Nathaniel A. Davis
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2011
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since July 2016
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UNISYS
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Patricia L. Gibson
Co-Founder and Chief Executive Officer, Banner Oak Capital Partners
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2017
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AIMCO
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Robert M. La Forgia
Founder, Principal and Chief Executive Officer, Apertor Hospitality, LLC
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2011
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Robert J. McCarthy
Chairman, McCarthy Investments, LLC; Chairman, Hotel Development Partners
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2018
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Robin Zeigler
CEO and Founder, MURAL Real Estate Partners, LLC
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2022
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NETSTREIT
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Jones Lang LaSalle Income Property Trust
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| | Number of Meetings in 2024 | | | Board—4 | | |
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Committee Chair
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Audit Committee financial expert
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Executive Chairman
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Lead Independent Trustee
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Independent Trustee
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4 | investor.rljlodgingtrust.com
PROXY SUMMARY
BOARD COMPOSITION AND ATTRIBUTES
Our Board believes that a fully engaged Board is a strategic asset of the Company, and knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board also believes appropriate tenure can facilitate trustees developing greater institutional knowledge and deeper insight into the Company’s operations across a variety of economic and competitive environments.
Our Board represents a well-balanced mix of long-standing trustees with significant experience and new trustees with fresh perspectives. Over the last nine years, five new trustees have joined our Board, bringing deep experience in real estate, hospitality, investment and finance, government relations and corporate governance.
2025 PROXY STATEMENT | 5
PROXY SUMMARY
The following table highlights the deep, diverse mix of skills, qualifications and experience that support value creation and which the Board considered in its selection of each nominee for election to the Board.
Additional information about each trustee is provided in the biographies beginning on page 11.
6 | investor.rljlodgingtrust.com
PROXY SUMMARY
Executive Compensation Highlights
We believe one of the primary goals of executive compensation is to align the interests of our NEOs with those of our shareholders. Specifically, this alignment encourages prudent decision-making and allows us to attract and retain talented, diverse executives in an increasingly competitive landscape.
2024 Say-on-Pay and Shareholder Engagement
Every year, the Company provides shareholders the opportunity to vote on its executive compensation program in an advisory capacity. In 2024, our Say-on-Pay vote received over 91% approval.
Our senior executives regularly engage with shareholders. When appropriate, members of our Board may participate.
The management team proactively sought opportunities throughout 2024 to engage with stakeholders and to update investors on our operating results, the status of our external and internal value creation initiatives, our high-quality hotel portfolio and balance sheet strength.
The Compensation Committee’s Philosophy
The Compensation Committee maintains a compensation program designed to link financial and strategic results
to executive rewards, recognize favorable shareholder returns, ensure the retention of our executive team for the long-term and enhance our competitive position within our segment of the hospitality industry. The Compensation Committee is committed to ensuring that the interests of the Company’s executives are aligned with its shareholders, using objective evaluation processes for our executives, and prioritizing the creation of short- and long-term shareholder value. Most of each executive’s compensation is tied directly to the achievement of pre-established individual and corporate goals which ensure that the financial interests of our senior executives are aligned with those of our shareholders. As an example, 90% of our Chief Executive Officer’s 2024 compensation was variable and at risk based on the Company’s performance.
In 2024, the Company’s rigorous corporate goals included financial objectives such as achievement of EBITDA targets and gains in market share, as well as goals related to corporate initiatives, including expansion of our ESG programs, reducing the Company’s balance sheet leverage and executing on our value creation initiatives. These goals support the Company’s positioning and advance its long-term strategic objectives, enhancing its ability to capture the positive trends in the hospitality business cycle.
2024 TARGET COMPENSATION
2025 PROXY STATEMENT | 7
PROXY SUMMARY
COMPENSATION PRACTICES AND POLICIES
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WHAT WE DO
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We base a significant portion of our executive officers’ total compensation opportunity on performance; salaries comprise a modest portion of each executive officer’s total compensation opportunity
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We generally establish a formulaic short-term incentive bonus program based on pre-established individual and corporate performance goals
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We align our executive officers with our long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year, performance-based equity awards that use Total Shareholder Returns (“TSR”) as the primary metric
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We enhance executive officer retention with time-based, multi-year vesting equity incentive awards granted for prior-year performance
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We have a clawback policy
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We have robust share ownership guidelines for our executives
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We have firmly committed to not make one-time awards to NEOs in the absence of extraordinary circumstances
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The Compensation Committee, which is comprised solely of independent trustees, engaged an independent compensation consultant, Willis Towers Watson (“Compensation Consultant”) for compensation services
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WHAT WE DON’T DO
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•
We do not provide tax gross-up payments to any of our executive officers
•
We do not provide “single-trigger” change in control cash severance payments
•
We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; incentive compensation is not based on a single performance goal
•
We do not guarantee annual compensation
•
We do not allow hedging or pledging of our securities
•
We do not offer excessive executive perquisites
|
|
8 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND
BOARD MATTERS
BOARD MATTERS
Proposal 1—Election of Trustees
Our Board of Trustees is currently composed of nine trustees, all of whom have terms expiring at the 2025 Annual Meeting. If elected, each of the nine trustee nominees will serve as trustees for a one-year term until the 2026 annual meeting of shareholders and until their successors are elected and qualified.
In evaluating our Board and considering this Proposal, we encourage you to review the “Corporate Governance and Board Matters” section of this Proxy Statement. This section discusses the role of the Board in our strategy, our approach to Board refreshment, our commitment to ensuring shareholders have an engaged and responsive Board in place with the right skillsets and diversity, our shareholder engagement practices and our strong, shareholder-friendly corporate governance. More information about our nominees is included below.
Each trustee nominee has consented to be named in this Proxy Statement and agreed to serve as a trustee if
elected by shareholders. Based on its review of the relationships between the trustee nominees and the Company, the Board has affirmatively determined the following trustees are “independent” trustees under the rules of the NYSE and under applicable rules of the Securities and Exchange Commission (the “SEC”): Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Robin Zeigler.
The Board knows of no reason why any nominee would be unable to serve as a trustee. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our bylaws, decrease the size of our Board.
Vote Required and Recommendation
Under our bylaws, to be elected in an uncontested election, trustee nominees must receive the affirmative vote of a majority of the votes cast, which means the number of shares voted FOR a trustee nominee must exceed the number of shares voted AGAINST that nominee. For purposes of the election of trustees, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast for or against a nominee’s election and will have no effect on the result of the vote. There is no cumulative voting with respect to the election of trustees.
If an incumbent trustee fails to be re-elected by a majority of votes cast, that trustee is required under our bylaws
to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board is required to act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified. Our bylaws require the Board to accept any such resignation if the nominee has received more votes against than for his or her election at each of two consecutive annual meetings of shareholders.
| |
|
| |
Our Board of Trustees unanimously recommends a vote FOR each of the nominees set forth below.
|
|
2025 PROXY STATEMENT | 9
CORPORATE GOVERNANCE AND BOARD MATTERS
Board of Trustees
Nominees for Election for a One-Year Term Expiring at the 2026 Annual Meeting
The following table sets forth the name and age of each nominee for trustee, indicating all positions and offices with us currently held by the trustee nominee.
| |
Name
|
| |
Age(1)
|
| |
Title
|
|
| | Robert L. Johnson | | |
78
|
| | Executive Chairman of the Board of Trustees | |
| | Leslie D. Hale | | |
52
|
| | President and Chief Executive Officer | |
| | Evan Bayh | | |
69
|
| | Trustee | |
| | Arthur R. Collins | | |
65
|
| | Trustee | |
| | Nathaniel A. Davis | | |
71
|
| | Lead Independent Trustee | |
| | Patricia L. Gibson | | |
62
|
| | Trustee | |
| | Robert M. La Forgia | | |
66
|
| | Trustee | |
| | Robert J. McCarthy | | |
71
|
| | Trustee | |
| | Robin Zeigler | | |
52
|
| | Trustee | |
(1)
Age as of March 24, 2025
Set forth below are descriptions of the backgrounds and principal occupations of each of our trustee nominees.
10 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
None
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
G-III Apparel
Group, Ltd. (NASDAQ: G III)
PRIOR PUBLIC
COMPANY BOARDS (WITHIN PAST FIVE YEARS)
•
KB Home
(NYSE: KBH)
•
Elevate Credit Inc.
(NYSE: ELVT)
•
Discovery, Inc.
(NYSE: DISC)
|
| |
ROBERT L. JOHNSON
|
| |
Executive Chairman of the Board since
May 2011 |
|
| |
FOUNDER AND EXECUTIVE CHAIRMAN, RLJ LODGING TRUST AND THE RLJ COMPANIES LLC
Age 78
|
| |||||||
| |
CAREER HIGHLIGHTS
RLJ Lodging Trust
•
Founder and Executive Chairman (2011 to present)
The RLJ Companies LLC, which owns or holds interests in a diverse portfolio of companies operating in private equity, fintech retirement services, automobile dealerships, content streaming, gaming, and sports betting.
•
Founder and Chairman (2000 to present)
RLJ Development, LLC*, a real estate investment firm focused on lodging and hotel properties and the predecessor to RLJ Lodging Trust
•
Co-Founder and Chairman (2000)
Black Entertainment Television (BET), a cable television network and multimedia group, which was acquired by Viacom Inc. in 2001
•
Chief Executive Officer (until 2006)
•
Founder and Chairman (1979-2006)
|
| |
EDUCATION
•
B.A., University of Illinois
•
Master of Public Administration, Princeton University
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Mr. Johnson should serve on our Board based on his experience as a successful business leader and entrepreneur, as well as his experience in a number of critical areas, including:
•
Real estate
•
Finance
•
Brand development
•
Multicultural marketing
|
| ||||
| |
|
| |||||||
*
Affiliate of the Company.
2025 PROXY STATEMENT | 11
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
None
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
Delta Airlines, Inc.
(NYSE: DAL)
PRIOR PUBLIC
COMPANY BOARDS (WITHIN PAST FIVE YEARS)
•
Macy’s, Inc.
(NYSE: M)
|
| |
LESLIE D. HALE
|
| |
Trustee since May 2018
|
|
| |
PRESIDENT AND CHIEF EXECUTIVE OFFICER, RLJ LODGING TRUST
Age 52
|
| |||||||
| |
CAREER HIGHLIGHTS
RLJ Lodging Trust
•
President and Chief Executive Officer (August 2018 to present)
•
Chief Operating Officer, Chief Financial Officer and Executive Vice President (July 2016 to 2018)
•
Chief Financial Officer, Executive Vice President and Treasurer (2011 to 2016)
RLJ Development, LLC*, a real estate investment firm focused on lodging and hotel properties and the predecessor to RLJ Lodging Trust
•
Chief Financial Officer and Senior Vice President of Real Estate and Finance (2007 to 2011)
•
Vice President (and previously Director) of Real Estate and Finance, responsible for the finance, tax, treasury and portfolio management functions, as well as executing all real estate transactions (2005 to 2007)
General Electric Corp., a multinational company operating primarily in the power, renewable energy, aviation and healthcare industries
•
Various leadership positions, GE Capital including as a Vice President, GE Commercial Finance, and as an Associate Director, GE Real Estate Strategic Capital Group (2002 to 2005)
Goldman Sachs & Co., a global financial institution
•
Investment Banker
|
| |
EDUCATION
•
B.S., Howard University
•
M.B.A., Harvard Business School
Ms. Hale also currently serves as:
•
Member of the Board of Trustees, Howard University
•
Director of the Federal Reserve Bank of Richmond - Baltimore Branch
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Ms. Hale should serve on our Board based on her:
•
Substantial executive leadership experience and a proven record of accomplishment, with deep skills in real estate, corporate finance, mergers and acquisitions, capital markets, strategic planning and other public company matters
•
Extensive knowledge and experience in various senior leadership roles in the lodging real estate industry; provides the Board valuable industry-specific knowledge and expertise
•
Active management of the Company’s real estate strategies to create shareholder value and provide beneficial information about the status of our day-to-day operations
|
| ||||
| |
|
| |||||||
*
Affiliate of the Company.
12 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
Compensation
•
Nominating and
Corporate Governance
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
Berry Plastics
(NYSE: BERY)
•
Marathon
Petroleum (NYSE: MPC)
•
Fifth Third Bank
(NASDAQ: FITB)
|
| |
SENATOR EVAN BAYH
|
| |
Trustee since May 2011
|
|
| |
SENIOR ADVISOR, APOLLO GLOBAL MANAGEMENT
Age 69 |
Independent
|
| |||||||
| |
CAREER HIGHLIGHTS
Apollo Global Management, a leading global alternative asset management firm
•
Senior Advisor (2010 to present)
Cozen O’Connor, an international law firm
•
Senior Advisor, Cozen O’Connor Public Strategies, an affiliate of the firm (2018 to 2019)
•
Of Counsel (2018 to 2019)
McGuireWoods LLC, a global diversified law firm
•
Partner (2010 to 2018)
United States Senate
•
Senator, representing the state of Indiana (1999 to 2010)
•
Served on six committees: Banking, Housing and Urban Affairs; Armed Services; Energy and Natural Resources; the Select Committee on Intelligence; Small Business and Entrepreneurship; and the Special Committee on Aging
•
Chaired two subcommittees
|
| |
CAREER HIGHLIGHTS
United States Government
•
Governor of Indiana (1989 to 1997)
EDUCATION
•
B.A., Business Economics, with honors, Indiana University
•
J.D., University of Virginia
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Senator Bayh’s experience as a former United States Senator and former Governor of Indiana adds valuable expertise to our Board, in addition to his:
•
Government and regulatory acumen
•
Breadth of executive and management experience
•
Public company board service and corporate governance experience
•
Knowledge of finance, mergers and acquisitions and other investments
•
Global business environment
•
Leadership on ESG initiatives, especially related to sustainability and energy efficiency
Our Board has determined that Mr. Bayh’s service on three public company boards in addition to his service on our Board will not impair his service on our Board.
|
| ||||
| |
|
| |||||||
2025 PROXY STATEMENT | 13
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
Compensation
•
Nominating and
Corporate Governance
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
KB Home
(NYSE: KBH)
•
AFLAC, Inc.
(NYSE: AFL)
|
| |
ARTHUR R. COLLINS
|
| |
Trustee since November 2016
|
|
| |
FOUNDER AND CHAIRMAN, theGROUP
Age 65 |
Independent
|
| |||||||
| |
CAREER HIGHLIGHTS
theGROUP, a government relations and public affairs consulting firm
•
Founder and Chairman (1989 to present)
EDUCATION
•
B.A., Accounting and Finance, Florida A&M University
•
Doctor of Humane Letters, Florida A&M University
Mr. Collins currently serves as:
•
Chairman of the Board of Trustees, Morehouse School of Medicine
•
Member of the Board of Trustees, Ford’s Theatre
•
Member of the Board of Trustees, Smithsonian National Museum of Asian Art
He has previously served as chairman of the Board of Trustees of Florida A&M University, Vice Chair of the Board of Trustees of The Brookings Institution and a member of the Board of Trustees of Meridian International Center.
|
| |
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Mr. Collins should serve on our Board in view of his:
•
Overall business acumen and experience
•
Board governance expertise and public company board experience
•
Expertise in governmental affairs and regulatory matters
•
Knowledge of ESG issues and associated risks
Further, our Board believes Mr. Collins’ government relations experience will be helpful in navigating and influencing the current governmental and regulatory landscape.
Our Board has determined that Mr. Collins’ service on two public company boards in addition to his service on our Board will not impair his service on our Board.
|
| ||||
| |
|
| |||||||
14 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
Compensation
•
Nominating and
Corporate Governance
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
UNISYS
(NYSE: UIS)
PRIOR PUBLIC
COMPANY BOARDS (WITHIN PAST FIVE YEARS)
•
Stride, Inc.
(NYSE: LRN)
•
KB Home
(NYSE: KBH)
|
| |
NATHANIEL A. DAVIS
|
| |
Trustee since May 2011
|
|
| |
PREVIOUSLY EXECUTIVE CHAIRMAN, STRIDE, INC.
Age 71 |
Lead Independent Trustee since July 2016
|
| |||||||
| |
CAREER HIGHLIGHTS
Stride, Inc. (formerly K12, Inc), an education services company
•
Former CEO (2013 to 2016 and 2018 to 2021) and Executive Chairman (2018 to 2022)
RANND Advisory Group, LLC, a business consulting group that advises venture capital, media, and technology firms
•
Managing Director (2003 to 2013)
XM Satellite Radio, a broadcasting company that provides satellite radio and online radio services
•
CEO & President (2006 to 2008)
•
Director (1999 to 2008)
Columbia Capital, an investment company focused on the communications and technology space
•
Executive-in-Residence (2003 to 2006)
XO Communications, a telecommunications company later purchased by Verizon Communications
•
President & COO (2000 to 2003)
•
Director (2000 to 2003)
NEXTEL, INC., a wireless communications company
•
Executive Vice President (1998 to 2000)
MCI COMMUNICATIONS CORPORATION, a telecommunications company
•
CFO, MCI Telecommunications, and senior management positions in other divisions (1982 to 1997)
Mr. Davis serves on the board of Mutual of America Capital Management LLC, an investment advisory firm and a subsidiary of Mutual of America Life Insurance Company.
|
| |
EDUCATION
•
B.S., Engineering, Stevens Institute of Technology
•
Master of Science in Computer Science, University of Pennsylvania
•
M.B.A., Wharton School of Business, University of Pennsylvania
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Mr. Davis should serve on our Board in view of his
•
Overall business acumen and experience with venture capital, media and technology
•
Strong executive and management experience in publicly traded companies, including expertise in finance and accounting
•
Knowledge of business plan and business process management, including sales process development
•
Expertise in information technology and experience reviewing and addressing cybersecurity risks
Our Board has also determined that Mr. Davis should serve on our Board based on his extensive financial, operational, executive and entrepreneurial experience. Mr. Davis was promoted to independent leadership of the Board through his status as lead independent trustee.
|
| ||||
| |
|
| |||||||
2025 PROXY STATEMENT | 15
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
Audit
•
Nominating &
Corporate Governance
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
AIMCO (NYSE:
AIV)
|
| |
PATRICIA L. GIBSON
|
| |
Trustee since August 2017
|
|
| |
CHIEF EXECUTIVE OFFICER, BANNER OAK CAPITAL PARTNERS, LP
Age 62 |
Independent
|
| |||||||
| |
CAREER HIGHLIGHTS
Banner Oak Capital Partners, LP, a real estate investment management firm
•
Co-Founder & CEO (2016 to present)
Hunt Realty Investments, the centralized real estate investment management company for the Hunt family and related entities
•
President (2010 to 2016)
•
Senior Vice President (1997 to 2010)
Senior Financial Positions
•
Archon Group, a subsidiary of Goldman Sachs & Co.
•
The Travelers Realty Investment Company, Director (2000 to 2003)
Ms. Gibson is also a member of the board of directors of Pacolet Milliken Enterprises, Inc., a private investment company focused on energy and real estate investments, and is a board member and the Investment Committee Chair of AIMCO. From 2014-2016, she served as the chair of the National Association of Real Estate Investment Managers. Ms. Gibson previously served as a director of FelCor Lodging Trust Incorporated from March 2016 until its merger with a subsidiary of the Company in August 2017.
|
| |
EDUCATION
•
B.S., Finance, Fairfield University
•
M.B.A., University of Connecticut
•
Certified as a Chartered Financial Analyst
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Ms. Gibson should serve on our Board in view of her:
•
Significant financial, real estate, investment and asset management experience
•
Leadership in actively managing real estate platforms and assets
•
Prior experience as a board member of a publicly traded company that owned and operated with hotel company partners a diversified portfolio of hotels
•
Experience assessing and addressing cybersecurity risks
|
| ||||
| |
|
| |||||||
16 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
Audit
•
Nominating &
Corporate Governance
|
| |
ROBERT M. LA FORGIA
|
| |
Trustee since May 2011
|
|
| |
PRINCIPAL AND CHIEF EXECUTIVE OFFICER, APERTOR HOSPITALITY, LLC
Age 66 |
Independent
|
| |||||||
| |
CAREER HIGHLIGHTS
Apertor Hospitality, LLC, a national advisory services firm specializing in the hospitality industry
•
Founder, Principal & CEO (2009 to present)
The Atalon Group, LLC, a boutique turnaround management and advisory firm specializing in troubled real estate situations
•
Executive Vice President—Finance (2008 to 2010)
Hilton Hotels Corporation (currently Hilton Worldwide Holdings (NYSE: HLT)), a global hospitality company that manages and franchises a broad portfolio of hotels and resorts
•
Chief Financial Officer (2004 to 2008)
•
Senior Vice President & Controller (1996 to 2004)
•
Numerous Management Positions
Mr. La Forgia serves on the board of directors of LivAway Suites, a nationwide economy extended stay hotel brand. From 2018 through 2024, Mr. La Forgia served on the board of advisors of Keystone National Group, a private markets investment management firm specializing in private credit and income-producing real estate. Mr. La Forgia also previously served on the board of advisors of Sundance Bay, a real estate private equity firm specializing in multifamily, debt and net lease investments and on the board of directors of the Park City Community Foundation.
|
| |
EDUCATION
•
B.S., Accounting, Providence College
•
M.B.A., Anderson School of Management, University of California, Los Angeles
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Mr. La Forgia should serve on our Board in view of his:
•
Significant experience in accounting, finance, real estate, capital markets and hospitality
•
Solid experience in hospitality as evidenced by his 26-year tenure at Hilton Hotels, a publicly held company
•
Valuable experience in board deliberations and oversight specific to the Company’s strategic direction
Our Board also has determined that Mr. La Forgia qualifies as an “audit committee financial expert”.
|
| ||||
| |
|
| |||||||
2025 PROXY STATEMENT | 17
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
Audit
•
Nominating &
Corporate Governance
PRIOR PUBLIC
COMPANY BOARDS (WITHIN PAST FIVE YEARS)
•
Santander
Consumer USA (NYSE: SC)
|
| |
ROBERT J. MCCARTHY
|
| |
Trustee since February 2018
|
|
| |
CHAIRMAN, MCCARTHY INVESTMENTS, LLC AND CHAIRMAN, HOTEL DEVELOPMENT PARTNERS
Age 71 |
Independent
|
| |||||||
| |
CAREER HIGHLIGHTS
McCarthy Investments, LLC, a limited liability company focused on investments in the cyber/corporate intelligence space and early/mid-stage technology investments
•
Chairman (2014 to present)
Hotel Development Partners, a joint-venture focused on acquiring and developing premier-branded, select-service hotels
•
Chairman (2014 to present)
Marriott International, Inc. (Retired 2014), a multinational company that operates, franchises and licenses lodging, including hotel properties
•
Chief Operations Officer
•
Oversight for Global Lodging Services, The Ritz Carlton Hotel Company
•
Reporting responsibility for Marriott’s four continental operating divisions spanning 4,000 hotels across 20 lodging brands
•
Group President of the Americas with oversight of more than 3,000 hotels
In addition to Mr. McCarthy’s public board service, he previously served on the board of directors of Meeting Play, a technology company serving the hospitality industry.
|
| |
EDUCATION
•
B.S., Business Administration, Villanova University
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that Mr. McCarthy should serve on our Board in view of his:
•
Significant leadership and success in the lodging industry
•
Extensive experience in hotel operations and hotel acquisitions and dispositions
•
Multifaceted operational experience, including oversight of revenue management, sales, marketing, brand management, architecture and construction, and information services
|
| ||||
| |
|
| |||||||
18 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
COMMITTEES
•
Audit
•
Nominating &
Corporate Governance
OTHER CURRENT
PUBLIC COMPANY BOARDS
•
NETSTREIT
(NYSE: NTST)
•
Jones Lang
LaSalle Income Property Trust (NASDAQ: ZIPTAX)
|
| |
ROBIN ZEIGLER
|
| |
Trustee since February 2022
|
|
| |
CEO AND FOUNDER, MURAL REAL ESTATE PARTNERS, LLC
Age 52 |
Independent
|
| |||||||
| |
CAREER HIGHLIGHTS
MURAL Real Estate Partners, LLC, a privately owned, full-service real estate company that aims to spur economic development
•
CEO and Founder (2022 to present)
Cedar Realty Trust, a real estate investment trust with a primary focus on grocery-anchored shopping centers
•
Senior Executive Vice President & Chief Operating Officer, Cedar Realty Trust (2016 to 2022)
Penzance, a commercial real estate investment company
•
Executive Vice President & Head of Operations, Penzance (2015 to 2016)
Federal Realty Investment Trust, an equity real estate investment trust focused on the ownership, operation and development of high-quality retail properties
•
Chief Operating Officer, Mid-Atlantic Region, Federal Realty Investment Trust
In addition, Ms. Zeigler serves on the board of directors for Jones Lang LaSalle Income Property Trust, a non-traded REIT, and NETSTREIT, a public retail net lease company. She is a trustee of the International Council of Shopping Centers (“ICSC”) and is on the board of the ICSC Foundation.
|
| |
EDUCATION
•
B.S., Accounting, Florida A&M University
•
M.B.A., Georgia State University
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that that Ms. Zeigler should serve on our Board in view of her:
•
Significant leadership experience managing commercial real estate platforms and assets, and knowledge of the strategies and opportunities to create shareholder value
•
Significant experience with real estate investment trusts, accounting, finance, and capital markets
•
Strong operational and board experience; valuable experience in board deliberations and oversight
Ms. Zeigler’s wealth of experience across all facets of the real estate industry are valuable traits that will be instrumental to the Board’s success.
Our Board has determined that Ms. Zeigler’s service on two public company boards in addition to her service on our Board will not impair her service on our Board.
|
| ||||
| |
|
| |||||||
Independence of Trustees
NYSE listing standards require NYSE-listed companies to have a majority of independent board members and a nominating/corporate governance committee, compensation committee and audit committee, each comprised solely of independent trustees. Under the NYSE listing standards, no trustee of a company qualifies as “independent” unless the board of trustees of the company affirmatively determines that the trustee has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with such company).
Immediately prior to the Annual Meeting, the Board will have nine trustees, a majority (seven) of whom our Board affirmatively has determined, after broadly considering all relevant facts and circumstances, to be “independent”
under the listing standards of the NYSE and under applicable rules of the SEC. The Board affirmatively has determined that each of the following trustees is independent under these standards:
Robert L. Johnson and Leslie D. Hale are not independent as they are executive officers of the Company.
2025 PROXY STATEMENT | 19
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Qualifications, Attributes, Skills and Background
Trustee Selection Process
For all trustees, we require integrity, personal and professional ethics, business judgment, and the ability and willingness to commit sufficient time to the Board. Our Board considers many factors in evaluating the suitability of individual trustee candidates, including their general understanding of global business, sales and marketing, finance, and other disciplines relevant to the success of a large, publicly traded company; understanding of our business and technology; educational and professional background; personal accomplishments; and gender, age and ethnic diversity. The Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new trustee candidates are selected.
To further the Company’s goal of ensuring that our Board consists of a diversified group of qualified individuals who function effectively as a group and will drive shareholder value, our Nominating and Corporate Governance Committee seeks trustee candidates that possess a reputation, both personal and professional, consistent with the image and reputation of the Company, as well as a willingness and ability to devote adequate time and resources to perform Board duties diligently.
In addition to our Corporate Governance Guidelines that emphasize the minimum standards to be used in considering potential trustee candidates, the Nominating and Corporate Governance Committee also has approved a written policy regarding qualification and nomination of trustee candidates. Among other things, the policy sets forth certain additional qualities and skills that, while not a prerequisite for nomination, are considered by the Nominating and Corporate Governance Committee when evaluating a particular trustee candidate. These additional qualities and skills include the following:
•
Whether the person possesses specific industry knowledge, expertise or contacts, including in the commercial real estate industry and has familiarity with the general issues affecting the Company’s business
•
The importance of a diversified Board membership, in terms of both individuals involved and their various experiences and expertise
•
Whether the person would qualify as an “independent trustee” under the NYSE’s listing standards and our Corporate Governance Guidelines
The Nominating and Corporate Governance Committee will seek to identify trustee candidates based on input provided by several sources, including:
•
Other members of the Nominating and Corporate Governance Committee
•
Other members of the Board
•
Shareholders of the Company
The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified trustee candidates and has engaged a search firm in prior searches; however, we do not currently employ a search firm, or pay a fee to any other third party, to locate qualified trustee candidates.
As part of the candidate identification process, the Nominating and Corporate Governance Committee evaluates the skills, expertise and diversity possessed by the current Board, and whether there are additional skills, expertise or diversity that should be added to complement the composition of the existing Board. The Nominating and Corporate Governance Committee considers whether existing trustees have indicated a willingness to continue to serve as trustees if re-nominated. Once trustee candidates have been identified, the Nominating and Corporate Governance Committee will then evaluate each candidate in light of his or her qualifications and credentials, and any additional factors the Nominating and Corporate Governance Committee deems necessary or appropriate.
Existing trustees who are being considered for re-nomination will be re-evaluated as part of the Nominating and Corporate Governance Committee’s process of recommending trustee candidates. All candidates submitted by shareholders will be evaluated in the same manner, provided that advance notice and other requirements set forth in our bylaws have been followed.
After completing the identification and evaluation process described above, the Nominating and Corporate Governance Committee recommends to the Board the nomination of candidates equal to the number of trustee positions to be filled at the Annual Meeting of Shareholders. The Board selects the Board’s trustee nominees for shareholders to consider and vote upon at the Annual Meeting of Shareholders.
20 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Refreshment
Our Board believes that a fully engaged Board is a strategic asset of the Company, and that knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board also believes appropriate tenure can facilitate trustees developing greater institutional knowledge and deeper insight into the Company’s operations across a variety of economic and competitive environments.
Prior to Board vacancies, the Board periodically evaluates whether it collectively has the right balance of skills, experience, attributes and diverse viewpoints necessary for it to drive shareholder value. The results of this evaluation help inform the Board of the desirable skills preferred for potential Board nominees and to screen trustee candidates.
As part of planning for Board refreshment and trustee succession, the practice of the Nominating and Corporate Governance Committee has been to periodically consider potential trustee candidates. As a result of this ongoing review, in the last nine years the Board has appointed five new trustees.
With the Board’s recommended slate of nine nominees, the Board believes it has an appropriately balanced board and will continue to consider opportunities to strengthen the Board’s composition over time. As a group, the average tenure of the nominees for election to the Board is approximately ten years.
Board Diversity
Our Corporate Governance Guidelines list the various characteristics the Nominating and Corporate Governance Committee should consider in reviewing candidates for the Board. In addition to relevant business experience, qualifications, attributes, skills and willingness to devote sufficient time to the Board and its committees, our Corporate Governance Guidelines enumerate personal characteristics that should be considered, including reputation, high integrity, ability to exercise sound judgment and an adherence to the highest ethical standards.
To ensure the Board benefits from diverse perspectives, our Board and Nominating and Corporate Governance Committee seek qualified nominees from a variety of backgrounds, including candidates of age, gender and ethnic diversity. The Board and Nominating and Corporate Governance Committee consider our Board’s diversity as a strength. To that end, we evaluate such characteristics in concert with the business and personal
characteristics described above. The result is a slate of trustee nominees where 67% of our trustee nominees contribute to gender/ethnic diversity.
2025 PROXY STATEMENT | 21
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Role and Responsibilities
Our Board of Trustees acts as the steward of the Company for the benefit of all shareholders. Our trustees exercise their business judgment in the best interests of the Company and its shareholders consistent with their legal duties. Our trustees also bring to the Board a wealth of business experience and a track record of excellent business judgment in various situations relevant to the Company’s operations. As further discussed below, our Board also prioritizes shareholder engagement and believes hearing and listening to shareholder perspectives firsthand is valuable for both management and the trustees of the Board.
The Board is committed to ensuring our overall business strategy is designed to create long-term value for our shareholders. By playing an active role in formulating, planning and overseeing the implementation of the Company’s strategy, the Board engages in a robust strategic planning process during which key elements of our business and financial plans, strategies and near- and long-term initiatives are developed and reviewed. This process includes a thorough review of the Company’s overall strategy, opportunities, challenges and capabilities with our senior management team. In
addition to business strategy, the Board reviews the Company’s short-term and long-term financial plans, which serve as the basis for the annual operating and capital plans. The Board evaluates progress made, as well as related challenges and risks, with respect to our strategy and plans throughout the year.
Our Board has been actively engaged in overseeing the execution of the Company’s near-term strategic initiatives to increase shareholder value. These near-term priorities include:
(1)
Executing conversions. Continuing our track record of extracting embedded value within our portfolio.
(2)
Strategic acquisitions. Continuing to grow our mix of “Lifestyle” segment hotels that are benefitting from growing consumer preference for bespoke experiences.
(3)
Strengthening our balance sheet. We actively managed our balance sheet by addressing debt maturities.
(4)
Enhancing shareholder returns. We recycled disposition proceeds into accretive share repurchases and increased our quarterly dividend by 50%.
The Board will continue to oversee and support actions to enhance value for all shareholders and be intensely engaged in the Company’s strategic direction and future.
Corporate Governance Profile
We have developed a corporate governance framework designed to ensure our Board has the authority and practices in place to review and evaluate our business operations and to make decisions independent of management. Our goal is to align the interests of trustees, management and shareholders, and comply with or exceed the requirements of the NYSE and applicable laws and regulations. This framework establishes the practices our Board follows with respect to, among other things, Board composition and member selection, Board meetings and involvement of
senior management, trustee compensation, CEO performance evaluation, management succession planning and Board committees. The Board is committed to seeking opportunities for improvements on an ongoing basis. On an annual basis, the Board updates our corporate governance framework based on shareholder feedback, results from the Annual Meeting of Shareholders, the Board and committees’ self-assessments, governance best practices and regulatory developments.
22 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
Notable features of our corporate governance structure include the following:
| |
CORPORATE GOVERNANCE OVERVIEW
|
|
•
Our Board is actively involved in the oversight of strategic and risk management issues, including issues related to ESG and cybersecurity
•
Our Board regularly evaluates its own practices and composition
•
Our Board prioritizes shareholder engagement and takes actions to strengthen the Company
•
Lead Independent Trustee
•
Annually elected Board, with a majority voting standard in uncontested elections
•
Plurality voting standard only applies if, as of the record date for an annual meeting, the number of trustee nominees exceeds the number of trustees to be elected
•
7 of our 9 trustees are independent under the listing standards of the NYSE and applicable SEC rules, including all members of our Board committees
•
Separate Chairman and CEO roles
•
We adopted amendments to our Declaration of Trust and bylaws to allow shareholders to amend our bylaws by a majority vote of the outstanding shares entitled to be cast on the matter
•
We have opted out of all of the Maryland business combination, control share acquisition and unsolicited takeover statutes, and in the future, we cannot opt back into any of these provisions without shareholder approval
Although we have opted out of the Maryland unsolicited takeover statute, we note that, pursuant to provisions in our Declaration of Trust and bylaws, we currently:
•
Require, unless called by the Executive Chairman or Chairman of the Board, Chief Executive Officer, President or a majority of our trustees, the written request of shareholders entitled to cast not less than a majority of the votes entitled to be cast at a meeting to call a special meeting
•
Provide that trustees may only be removed for cause and then only by the affirmative vote of holders of at least two-thirds of the votes entitled to be cast in the election of trustees
•
Provide that the number of trustees may be determined by our Board and that our trustees may fill vacancies on our Board; shareholders accordingly do not have the authority to determine the number of trustees on our Board or to fill vacancies on the Board other than vacancies resulting from the removal of a trustee
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines which provide a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Corporate Governance Guidelines reflect the Board’s commitment to monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with a goal of enhancing shareholder value over the long term. The Corporate Governance Guidelines address, among other things:
•
The responsibilities and qualifications of trustees, including trustee independence, the
responsibilities, composition and functioning of the Board committees, and the appointment and role of the Lead Independent Trustee
•
Board refreshment and tenure
•
Principles of trustee compensation
•
Review of management succession
Our Corporate Governance Guidelines are reviewed annually by the Nominating and Corporate Governance Committee.
2025 PROXY STATEMENT | 23
CORPORATE GOVERNANCE AND BOARD MATTERS
Code of Business Conduct and Ethics
Our Board has adopted and maintains a Code of Business Conduct and Ethics that applies to our officers (including our President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel and Chief Accounting Officer), trustees and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:
•
Honest and ethical conduct, including the honest and ethical handling of actual or potential conflicts of interest between personal and professional relationships
•
Compliance with applicable governmental laws, rules and regulations
•
Full, fair, accurate, timely and understandable disclosure in the reports we file with or submit to the SEC and/or in other public communications
•
Fair dealing with our customers, suppliers, consultants, competitors, employees and other persons with whom we interact
•
Prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons
•
Accountability for adherence to the Code of Business Conduct and Ethics
Any waiver of, or amendments to, the Code of Business Conduct and Ethics that apply to our executive officers or trustees may be made only by the Nominating and Corporate Governance Committee or another committee of the Board comprised solely of independent trustees or a majority of our independent trustees. Any waivers will be disclosed promptly. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code of Business Conduct and Ethics applicable to our President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel and Chief Accounting Officer by posting such information on our website at www.rljlodgingtrust.com, under the section, “Investor Relations—Corporate Governance.”
Availability of Corporate Governance Materials
Shareholders may view our corporate governance materials on our website at investor.rljlodgingtrust.com/corporate-governance/highlights. These documents are available in print to any shareholder who sends a written request to:
| |
|
| |
RLJ Lodging Trust
Attention: Investor Relations 7373 Wisconsin Avenue Suite 1500 Bethesda, Maryland 20814 |
|
Information at or connected to our website is not and should not be considered a part of this Proxy Statement.
24 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Leadership Structure
Separate Chairman and Chief Executive Officer Positions
| | |
|
| |
ROBERT L. JOHNSON
Founder and Executive Chairman
since the formation of the Company in 2011 |
|
Both Mr. Johnson and Ms. Hale are executive officers of the Company. The separation of the roles of Chairman and Chief Executive Officer allows Mr. Johnson and Ms. Hale both to have leadership roles on the executive management team, which our Board believes is important considering their knowledge of the Company and extensive expertise in the lodging and hospitality industry.
| | |
|
| |
LESLIE D. HALE
Chief Executive Officer and President
since August 2018 |
|
Our Board continues to believe our current leadership structure, including separate positions of Executive Chairman and Chief Executive Officer, provides an effective leadership model for the Company which benefits from the distinct abilities and experience of both individuals and is a model of good corporate governance.
The Board also believes having an Executive Chairman is useful as it ensures that our Board leadership retains a close working relationship with management.
Lead Independent Trustee
Our Board believes that its governance structure ensures a strong, independent Board even though the Board does not have an independent Chairman. To strengthen the role of our independent trustees and encourage independent Board leadership, the Board also has established the position of Lead Independent Trustee, which currently is held by Nathaniel A. Davis.
In accordance with our Corporate Governance Guidelines, the responsibilities of the Lead Independent Trustee include, among others:
•
Serves as liaison between:
(i)
Management, including the President and Chief Executive Officer
(ii)
Our other independent trustees
(iii)
Interested third parties and the Board
•
Speaks regularly with our CEO and holds regular calls to discuss Board agenda items, discussion topics and other corporate governance issues
•
Presides at executive sessions of the independent trustees
| | |
|
| |
NATHANIEL A. DAVIS
Lead Independent Trustee
since July 2016 |
|
•
Serves as the focal point of communication to the Board regarding management plans and initiatives
•
Ensures the line between Board oversight and management operations is respected
•
Provides the medium for informal dialogue with and between independent trustees, allowing for free and open communication within that group
•
Regularly engages with the Company’s major shareholders
•
Serves as the communication conduit for other third parties who wish to communicate with the Board
Our Lead Independent Trustee is selected on an annual basis by a majority of independent trustees then serving on the Board.
2025 PROXY STATEMENT | 25
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Meetings and Committees
Board Meetings
| | |
4
|
|
| | | Board meetings (including telephonic/videoconference meetings) held in 2024 | |
| | |
100%
|
|
| | | attendance at 2024 Annual Meeting of Shareholders by all trustees serving in 2024 | |
| | |
100%
|
|
| | | Board and applicable committee meeting attendance by all trustees serving in 2024 | |
•
Trustees are expected to attend, in person, by telephone or via videoconference, all Board meetings and meetings of committees on which they serve.
•
Pursuant to our Corporate Governance Guidelines, trustees are expected to attend our Annual Meeting of Shareholders.
•
In addition, during 2024, management communicated regularly with the Board members informally outside of regular Board meetings, providing periodic updates on Company matters, including the Company’s operating performance and human capital issues.
Board Committees
The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All members of
the committees described below are “independent” of the Company as that term is defined in the NYSE’s listing standards.
The table below provides membership information for each of the Board committees as of the date of this Proxy Statement:
| | | | | | | |
Committee Memberships
|
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Trustee
|
| |
Independent
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and Corporate
Governance |
|
| |
Evan Bayh
|
| |
|
| | | | |
|
| |
|
|
| |
Arthur R. Collins
|
| |
|
| | | | |
|
| |
|
|
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Nathaniel A. Davis
|
| |
|
| | | | |
|
| |
|
|
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Patricia L. Gibson
|
| |
|
| |
|
| | | | |
|
|
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Robert M. La Forgia
|
| |
|
| |
|
| | | | |
|
|
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Robert J. McCarthy
|
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|
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|
| | | | |
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Robin Zeigler
|
| |
|
| |
|
| | | | |
|
|
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Meetings in FY 2024*
|
| | | | |
4
|
| |
7
|
| |
4
|
|
| |
Attendance at meetings
|
| | | | |
100%
|
| |
100%
|
| |
100%
|
|
| |
|
| |
Committee Chair
|
| |
|
| |
Committee Member
|
| |
|
| |
Audit Committee Financial Expert
|
|
*
Including telephonic and video meetings
26 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
MEMBERS
•Robert M. La Forgia
•
•
Patricia L. Gibson
•
Robert J. McCarthy
•
Robin Zeigler
–
Our Board has determined that all
members of the Audit Committee meet the requirements of independence, experience, financial literacy and expertise as determined by our written charter, the NYSE, the Sarbanes-Oxley Act of 2002, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable SEC rules and regulations.
–
Our Board also has determined
that Mr. La Forgia is an “audit committee financial expert,” as defined by the applicable SEC regulations and NYSE corporate governance listing standards.
–
Each Committee member has
accounting or related financial management expertise.
AUDIT COMMITTEE CHARTER
The Audit Committee charter is
available on our website at: investor.rljlodgingtrust.com/ corporate-governance.
REPORT OF THE AUDIT
COMMITTEE
The Audit Committee Report is on
page 39 of this Proxy Statement. |
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AUDIT COMMITTEE
|
| |
Meetings in
FY 2024 |
| | |
4
|
|
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ALL MEMBERS ARE INDEPENDENT
PRIMARY RESPONSIBILITIES
The principal functions of our Audit Committee include oversight related to:
•
Our accounting and financial reporting processes
•
The integrity of our consolidated financial statements and financial reporting process
•
Our systems of disclosure controls and procedures and internal control over financial reporting
•
The risks related to cybersecurity and information technology
•
Our compliance with financial, legal and regulatory requirements
•
The review of all related party transactions in accordance with our related party transactions policy
•
The evaluation of the qualifications, independence and performance of our independent registered public accounting firm
•
The performance of our internal audit function
•
Our overall risk profile
Our Audit Committee is also responsible for:
•
Engaging an independent registered public accounting firm
•
Reviewing with the independent registered public accounting firm the plans and results of the audit engagement
•
Approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services
•
Reviewing the independence of the independent registered public accounting firm
•
Considering the range of audit and non-audit fees
•
Reviewing the adequacy of our internal accounting controls
Our Audit Committee also prepares the audit committee report required by SEC regulations to be included in our annual Proxy Statement.
|
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2025 PROXY STATEMENT | 27
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
MEMBERS
•Nathaniel A. Davis
•
Evan Bayh
•
Arthur R. Collins
COMPENSATION COMMITTEE
CHARTER
The Compensation Committee charter
is available on our website at: investor.rljlodgingtrust.com/ corporate-governance.
COMPENSATION COMMITTEE
REPORT
The Compensation Committee Report
is on page 59 of this Proxy Statement. |
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COMPENSATION COMMITTEE
|
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Meetings in
FY 2024 |
| | |
7
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ALL MEMBERS ARE INDEPENDENT
PRIMARY RESPONSIBILITIES
The principal functions of our Compensation Committee include:
•
Reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration of our Chief Executive Officer based on such evaluation
•
Reviewing and approving the compensation of other executive officers
•
Reviewing our executive compensation policies and plans
•
Implementing and administering our incentive and equity-based compensation plans
•
Determining the number of restricted share awards to be granted to trustees, executive officers and other employees pursuant to these plans
•
Assisting management in complying with our Proxy Statement and annual report disclosure requirements
•
Producing a report on executive compensation to be included in our annual Proxy Statement
•
Reviewing, evaluating and recommending changes, if appropriate, to the remuneration for trustees
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Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Board of Trustees are Nathaniel A. Davis, Evan Bayh and Arthur R. Collins, each of whom is an independent trustee. None of our executive officers served as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving as a member of our Board of Trustees or the Compensation Committee. Accordingly, during 2024 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.
28 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
| | |
MEMBERS
•Evan Bayh
•
Arthur R. Collins
•
Nathaniel A. Davis
•
Patricia Gibson
•
Robert M. La Forgia
•
Robert J. McCarthy
•
Robin Zeigler
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE CHARTER
The Nominating and Corporate
Governance Committee charter is available on our website at: investor.rljlodgingtrust.com/ corporate-governance/highlights. |
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NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE |
| |
Meetings in
FY 2024 |
| | |
4
|
|
| |
ALL MEMBERS ARE INDEPENDENT
PRIMARY RESPONSIBILITIES
The principal functions of our Nominating and Corporate Governance Committee include:
•
Overseeing the Board’s governance processes, including ESG matters, policies and programs as they relate to the Company. This includes working with the CEO and the Company’s internal ESG Committee to identify and address any ESG issues and risks
•
Identifying and recommending to the Board qualified trustee candidates for election and recommending nominees for election as trustees at the annual meeting of shareholders
•
Recommending to our Board nominees for each committee of our Board
•
Implementing and monitoring our Corporate Governance Guidelines
•
Reviewing and making recommendations on matters involving the general operation of our Board, including board and committee size and composition
•
Facilitating the annual assessment of our Board’s performance as a whole and of the individual trustees as required by applicable law, regulations and the NYSE corporate governance listing standards
•
Overseeing the Board’s evaluation of management
|
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Executive Sessions of Non-Management Trustees
To promote open discussion among non-management trustees, our Board devotes a portion of each regularly scheduled Board and committee meeting to executive sessions without management participation. This practice is in accordance with our Corporate Governance Guidelines and the NYSE listing standards. In addition, our Corporate Governance Guidelines provide that if the
group of non-management trustees includes trustees who are not independent, as defined in the NYSE’s listing standards, at least one such executive session convened per year shall include only independent trustees. The Lead Independent Trustee presides at these sessions.
| | | Communications with the Board | | | ||||||
| | |
Shareholders and other interested parties may communicate with the Board by sending written correspondence to:
|
| |
The Corporate Secretary will then direct such correspondence to the Lead Independent Trustee. The Lead Independent Trustee will decide what action should be taken with respect to the communication, including whether the communication should be reported to the full Board.
|
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| | |
|
| |
Lead Independent Trustee
RLJ Lodging Trust c/o Corporate Secretary 7373 Wisconsin Avenue Suite 1500 Bethesda, Maryland 20814 |
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2025 PROXY STATEMENT | 29
CORPORATE GOVERNANCE AND BOARD MATTERS
Board Oversight of Risk Management
One of our Board’s most important roles is to oversee various risks that we may face from time to time. During 2024, the Board met formally and informally with management to review and discuss these risks.
The Board and its committees assess whether management has an appropriate framework to manage risks and whether that framework is operating effectively. On a regular basis, the Board and its committees engage with management on risk as part of broad strategic and operational discussions which encompass
interrelated risks, as well as on a risk-by-risk basis. The Board executes its oversight responsibility directly and through its committees, which regularly report back to the Board. Each committee has a charter describing its specific responsibilities, which are summarized below. The Board exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees. We believe the Board’s leadership structure, supermajority of independent trustees, and allocation of oversight responsibilities to appropriate committees, provides effective board-level risk oversight.
Our Board uses its committees to assist in its risk oversight function as follows:
| | |
|
| |
AUDIT COMMITTEE
|
|
| | |
Audit Committee responsibilities include, among others:
•
Oversight relating to the integrity of our financial statements and financial reporting process
•
Compliance with financial, legal and regulatory requirements
•
The performance of our internal audit function
•
Our overall risk profile
•
Oversight of risks related to cybersecurity and information technology
|
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| | |
|
| |
COMPENSATION
COMMITTEE |
|
| | |
Compensation Committee responsibilities include, among others:
•
Oversight of risks related to our compensation practices and plans to ensure that such practices and plans:
(i)
Are designed with an appropriate balance of risk and reward in relation to our overall business strategy
(ii)
Do not encourage excessive or unnecessary risk-taking behavior
•
Oversight of programs related to human capital, including our diversity and inclusion initiatives, labor policies and maintenance of a strong and positive culture
|
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| | |
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NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE |
|
| | |
Nominating and Corporate Governance Committee responsibilities include, among others:
•
Oversight of the general operations of the Board
•
The Company’s compliance with our Corporate Governance Guidelines and applicable laws and regulations, including applicable rules of the NYSE
•
Corporate governance-related risk
•
Oversight of the Company’s ESG initiatives, including as related to Board diversity, sustainability and climate change
|
| |||
The Board believes the composition of its committees, and the distribution of the particular expertise of committee members, makes this an appropriate structure to effectively monitor the risks discussed above.
Due to their executive management positions, Mr. Johnson and Ms. Hale frequently communicate with other members of our management and periodically update the Board on the important aspects of the Company’s day-to-day operations. The Board also receives periodic updates from members of senior management regarding financial risks, legal and regulatory developments, and policies and mitigation plans intended to address the related financial and legal risks.
As it relates to ESG matters, the entire Board has a role in overseeing broad ESG risks and opportunities as they relate to the execution of the Company’s long-term strategy. Consistent with this responsibility, the Board has delegated to the Nominating and Corporate Governance Committee oversight of the Company’s ESG matters and related risks. The Board and relevant committees receive routine reports from across the Company’s management team on salient ESG-related risks and initiatives.
30 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
Cybersecurity
The Company is committed to properly addressing the cybersecurity threats we face. Our Audit Committee oversees risks related to information technology (“IT”). Management reports at least annually to the Audit Committee regarding cybersecurity risks and mitigation strategies. Two Board members have information security experience from their professional experience, and we consider each member of our Audit Committee to possess information security experience by way of their oversight responsibilities over this area.
We apply a comprehensive approach to the mitigation of cybersecurity risks. The Company maintains a dedicated IT Committee to oversee our cybersecurity program. We have established policies, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of risk monitoring and mitigation techniques. The Company employs various techniques to reduce cybersecurity risks, including continuous monitoring, early detection tools with empowered resources, proactive vulnerability management, and remediation. Our information security policies are modeled against the National Institute of Standards and Technology’s Cybersecurity Standards and we incorporate concepts from the Zero Trust Framework. The Company’s internal controls over financial reporting, which includes certain of the Company’s IT internal controls, are audited by our external auditor as part of our Sarbanes-Oxley Act compliance activities, and this process includes assessing the design and operating effectiveness of those controls.
We conduct an annual information security compliance training for all employees, which enables them to detect
and report malware, ransomware, and other malicious software and social engineering attempts that may compromise the Company’s IT systems. Employees also are subject to spear-phishing training campaigns, which allow the Company to assess the effectiveness of its training programs. Our management companies are ultimately responsible for our guest’s information, and we monitor these companies, as well as other service providers, to ensure that they are complying with our privacy, information security and cybersecurity policies.
In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyber-attack, we have established well-defined response procedures to effectively address any cyber threat that may occur despite these safeguards. We believe our cybersecurity incident response plan will help ensure timely, consistent and compliant responses to actual or attempted data incidents impacting the Company. Given the ever-changing cybersecurity landscape, our IT Committee meets regularly to identify opportunities for incremental improvements, assess additional layers of security, and evaluate new technologies for implementation. In addition, the Company engages, as necessary, cybersecurity experts to analyze the Company’s IT policies, procedures, and infrastructure to assess their effectiveness and to identify opportunities for improvement.
Management has not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Shareholder Engagement
| | | Our Board is deeply engaged in the oversight of Company strategy and risk and is committed to being a responsible and responsive steward of shareholder capital. To that end, building and maintaining long-term institutional relationships with our shareholders is a core goal of the Company and there is no higher priority than earning and maintaining the trust of our shareholders as we build value for the long-term. | | |
Our Approach to Shareholder Engagement
We recognize the importance of maintaining an ongoing dialogue with our shareholders. We believe regular engagement facilitates an open sharing of ideas and
perspectives as well as provides an opportunity for constructive feedback to be shared and questions to be answered. We value diverse perspectives on issues including strategy, business performance, risk, culture, compensation practices, ESG matters and other workplace issues. Our engagement efforts and the feedback we receive from shareholders are shared with our entire Board, which fosters further alignment of our policies and practices with shareholder interests.
The management team proactively sought opportunities throughout 2024 to engage with stakeholders and to update investors on our operating results, the status of our external and internal value creation initiatives, our high-quality hotel portfolio and balance sheet strength. Our robust 2024 outreach included participation in numerous industry investor conferences and quarterly earnings calls. Our senior team also hosted multiple property tours.
2025 PROXY STATEMENT | 31
CORPORATE GOVERNANCE AND BOARD MATTERS
Environmental, Social and Governance Matters
We remain steadfast in our commitment to ESG and are delivering on our obligation to broaden our sustainability objectives, enhance our disclosures and set measurable goals to achieve in the future. Our annual Corporate Sustainability Report, is available on our website by following the link at https://www.rljlodgingtrust.com/corporate-responsibility-strategy/, and highlights a variety of initiatives, including those related to inclusion, corporate governance, stakeholder engagement, environmental sustainability and other social responsibility matters, as outlined below.
Diversity and Inclusion. We have continued our longstanding commitment to the importance of diversity and inclusion in the workplace, which has been embedded in the Company since its founding. RLJ leads the industry as one of its most diverse organizations, with 33% of our Board composed of women and 56% that are ethnically diverse. Additionally, at year-end 2024, 64% of our employees were racially diverse and 45% of our employees were women. We recognize that there is still work to be done, especially as it relates to advancing young people of color and women in the real estate and hospitality industries and are committed to doing our part. In support of this, we have executed on the following initiatives:
•
CEO Action for Diversity and Inclusion: This initiative, which our CEO has signed, pledges support to developing more inclusive and diverse workplaces. This commitment extends to our local communities, where we support youth initiatives to drive education and opportunities that strive to make lasting social impact.
•
NAREIT DDEI Giving Campaign: We are an advocate for advancing diversity within the real estate investment trust (“REIT”) industry and in 2022 became a founding donor of NAREIT’s DDEI Giving Campaign. The Campaign supports programs that focus on educating and creating opportunities including internships, high school career readiness programs, supplier diversity initiatives and corporate real estate training.
Corporate Governance. From a corporate governance perspective, our Board continued its oversight of ESG matters. In particular we:
•
Leveraged our Internal ESG Committee. Our internal ESG Committee meets several times per year and reports out to the Nominating and Corporate Governance Committee through the Company’s CEO.
•
Aligned Sustainability Objectives. We have a series of sustainability objectives, aligned with the UN Sustainable Development Goals, as part of our corporate sustainability strategy.
•
Enhanced Disclosures. We continue to evaluate ways to enhance our ESG disclosures to ensure accountability and transparency in accordance with SASB, TCFD and GRI standards. During 2024, we also expanded our sustainability reporting framework by participating in GRESB, allowing us to identify areas of improvement and benchmark our performance relative to our peers.
Environmental Sustainability. We firmly believe that the sustainability of our business and the Company’s overall profitability is intricately linked to sound environmental stewardship. In the normal course of our business, we prioritize strategies that balance the need to reduce our environmental impact with enhancing operational efficiencies, such as investing in areas that allow us to effectively monitor and reduce our water and energy usage. Our progress is illustrated by our:
•
Commitment to Reducing Our Carbon Footprint. We have committed to setting specific and quantifiable targets including reducing our carbon emissions by 35% by 2030.
•
Energy Efficiency Projects. Since 2017, we have invested over $60 million in energy efficiency projects as part of, and in addition to, our normal course renovations. In partnership with our management companies, as of 2023 we had reduced the energy intensity of our portfolio by 11% and our greenhouse gas intensity by 22% since 2019.
These reductions are a combination of the energy grid using more renewables, efficiencies among our operators and our investments in energy efficiency projects. In addition to reducing our environmental impact, these initiatives have reduced our energy-related expenses.
•
Additional Disclosures and Sustainability Transparency. As noted above, our environmental policies are formalized in our ESG disclosures, and we intend to continue to enhance our program to identify and mitigate climate and other environmental risks.
Overall, upholding our corporate responsibility is integral to our broader business strategy and commitment to driving long-term shareholder value. We are taking measurable steps to address the impact of climate change on our portfolio and committing to setting specific and quantifiable targets. Additionally, we will continue to progress towards achieving improved energy and water efficiency across more of our properties and work closely with our operators and vendors to uphold the principles of diversity and inclusiveness upon which the Company was founded.
32 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
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Environmental Sustainability
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Environmental Strategy. The Company is committed to reducing the prospect of long-term environmental damage and seeks opportunities to do so. We recognize the strategic and financial importance of increasing environmental efficiencies within our hotels and evaluate opportunities to invest in programs that will reduce energy, water consumption and waste while increasing profitability.
Our approach has been to measure and monitor emissions, energy usage, water and waste across our portfolio while actively pursuing reductions at the property level. Recent and ongoing measures to increase efficiency include installing:
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Energy-efficient lighting
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Low-flow water fixtures
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Ventilation, air-conditioning and refrigeration systems
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Building and guest room specific energy management systems
•
Heating upgrades
Climate Change. The Company is committed to monitoring and addressing risks due to climate change, including natural and man-made risks as well as physical and transition risks. We are consistently engaged in monitoring and identifying potential risks to our portfolio of premium-branded, focused service and compact full-service hotels and developing effective mitigation plans. We also seek to communicate identification of climate related risks and mitigation efforts to our stakeholders.
To mitigate the dangers of extreme weather events, the Company has implemented a comprehensive extreme weather planning and response process that aims to minimize the dangers of extreme weather to our properties and to assist in the expedient recovery from damages sustained during extreme weather. In addition, we have undergone upgrades at multiple properties to improve storm preparedness as well as impact from rising sea levels and flooding.
Energy and Water Efficiency Investments. Our capital expenditure priorities are focused heavily on projects that strengthen our market position and enhance profitability through bringing about energy and water usage reductions and savings.
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Social Responsibility
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Our key human capital management objective is to attract, recruit, hire, develop and promote individuals who are diverse and talented. Our human capital programs are designed to further develop this talent and prepare our associates for critical roles and leadership in the future. As part of this, we encourage our associates to recognize that they have roles and responsibilities of leadership both in the industry and outside of the business within their networks and communities.
Associate Diversity and Inclusion. We have a long-standing commitment to diversity and inclusion at the Company. As previously mentioned, at year-end 2024, 64% of our employees were racially diverse, and 45% of our employees were women. We are proud that our organization is governed and propelled by such a diverse group of individuals, which we believe contributes to our Company’s success now and will continue to do so in the long-term.
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2025 PROXY STATEMENT | 33
CORPORATE GOVERNANCE AND BOARD MATTERS
| | The Company has committed to various initiatives to ensure that our Company remains inclusive and supportive for all, including: | | |||
| |
•
Conducting regular training on “Creating a Respectful Workplace”
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•
Increasing the ethnic and gender diversity of the Company’s first and second tier leadership and ensuring an inclusive slate of candidates for all job vacancies
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•
Recruiting a broad range of candidates for our internship, analyst and other positions, with special outreach to a variety of colleges and universities. We view this as a way to introduce students to the real estate industry, especially women and minorities who traditionally have been under-represented in the industry
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Employee Health and Well-Being. The health and well-being of our associates are fundamental to our success as a business. We provide industry-leading benefits to our employees for both general health and retention purposes, including:
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An option for 100% paid medical insurance
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100% paid dental insurance
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100% paid short-term and long-term disability plans
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100% paid life insurance plan
•
401(k) Retirement Savings Plan with automatic enrollment upon hiring for all associates and Company match after six months
•
Employee Assistance Plan
•
Health club subsidy or access
•
Annual education stipend for all employees
Community Engagement and Philanthropy. The Company takes seriously its responsibility to strengthen the communities in which we operate. With our corporate headquarters based in the Washington DC area, many of the programs we have engaged with over the years are especially focused on serving under-served children, young people and others in need in the nation’s capital, including the following:
•
Habitat for Humanity of Maryland (assisting with home ownership for low-income residents)
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San Miguel School of Washington (an independent, tuition-free Catholic middle school targeting primarily Latino boys in grades 6-8 from the District of Columbia and surrounding communities that supports its graduates through high school)
•
Don Bosco Cristo Rey (high school work study and mentorship program focused on low-income students)
To connect our associates with their community, the Company operates an associate volunteer program through a series of events every year. Over the past five years, our associates have donated hundreds of hours of service to organizations such as Habitat for Humanity.
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Governance
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| | | We are committed to strong corporate governance and to building upon on our current robust practices. As a result, we have made significant enhancements to our corporate governance processes over the years, including the following: | | |||
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The Nominating and Corporate Governance Committee’s oversight of ESG matters
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The Audit Committee’s role in overseeing corporate risk, especially as it relates to cybersecurity
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Maintained regular management reporting to the Nominating and Corporate Governance Committee on human capital issues, including as they relate to recruitment, retention and succession planning
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RLJ maintains an updated website devoted to the Company’s ongoing ESG initiatives, which can be accessed at: www.rljlodgingtrust.com/corporate-responsibility-strategy/.
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34 | investor.rljlodgingtrust.com
CORPORATE GOVERNANCE AND BOARD MATTERS
Trustee Compensation
The members of our Board who are also our employees do not receive additional compensation for their services on the Board. With respect to the independent trustees, the Compensation Committee reviews competitive compensation data annually and makes compensation adjustments as required. During the fiscal year ended December 31, 2024, annual compensation for non-employee trustees was based on the following schedule:
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Board of Trustees Role
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Annual Retainer
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Annual Share Award
|
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| | Board Trustee | | | | $ | 80,000 | | | | | $ | 130,000 | | |
| | Lead Independent Trustee | | | | $ | 30,000 | | | | | | | | |
| | Committee Chairs | | | | | | | | | | | | | |
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•
Audit Committee
|
| | | $ | 20,000 | | | | | | | | |
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•
Compensation Committee
|
| | | $ | 20,000 | | | | | | | | |
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•
Nominating and Corporate Governance Committee
|
| | | $ | 15,000 | | | | | | | | |
| | Committee Membership | | | | | | | | | | | | | |
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•
Audit Committee
|
| | | $ | 10,000 | | | | | | | | |
| |
•
Compensation Committee
|
| | | $ | 10,000 | | | | | | | | |
| |
•
Nominating and Corporate Governance
|
| | | $ | 7,500 | | | | | | | | |
Each non-employee trustee receives the annual base retainer for his or her services in cash (or, as discussed below, in common shares) in quarterly installments paid in arrears in conjunction with quarterly Board meetings. In addition to the annual retainers, each non-employee trustee will receive an annual equity award of restricted shares with an aggregate value of $130,000, which will vest ratably on the first four quarterly anniversaries of the date of grant, subject to the trustee’s continued service on our Board. We also reimburse each of our trustees for his or her travel expenses incurred in connection with his or her attendance at full Board and committee meetings.
Our non-employee trustees may elect to receive all or a portion of any annual cash retainer (including cash retainers for service as a chairperson of any committee or for service as lead trustee) in the form of common shares.
In addition, each of our non-employee trustees is entitled to receive an annual allowance of up to $12,500 for use at the Company’s hotels in each calendar year. If a non-employee trustee does not use the allowance in that calendar year, the allowance is forfeited. In 2024, four Company trustees utilized the trustee hotel allowance.
Mr. Johnson and Ms. Hale received no separate compensation for their service as trustees of the Company. For information related to the compensation of Mr. Johnson and Ms. Hale, please refer to “Compensation of Executive Officers—Summary Compensation Table.”
2025 PROXY STATEMENT | 35
CORPORATE GOVERNANCE AND BOARD MATTERS
Trustee Compensation Table
The following table sets forth the compensation paid to each individual who served as a non-employee member of our Board in 2024.
| |
Non-Employee Trustee
|
| |
Fees Earned or
Paid in Cash |
| |
Share Awards(1)
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All Other
Compensation |
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Total
|
| ||||||||||||
| | Evan Bayh | | | | $ | 105,000 | | | | | $ | 127,681(2) | | | | | $ | 3,345(4) | | | | | $ | 236,026 | | |
| | Arthur R. Collins | | | | $ | 97,500 | | | | | $ | 127,681(2) | | | | | $ | 3,015(3) | | | | | $ | 228,196 | | |
| | Nathaniel A. Davis | | | | $ | 137,500 | | | | | $ | 127,681(2) | | | | | $ | 3,015(4) | | | | | $ | 268,196 | | |
| | Patricia L. Gibson | | | | $ | 97,500 | | | | | $ | 127,681(2) | | | | | $ | 14,673(4) | | | | | $ | 239,854 | | |
| | Robert M. La Forgia | | | | $ | 107,500 | | | | | $ | 127,681(2) | | | | | $ | 3,240(4) | | | | | $ | 238,421 | | |
| | Robert McCarthy | | | | $ | 97,500 | | | | | $ | 127,681(2) | | | | | $ | 3,015(3) | | | | | $ | 228,196 | | |
| | Robin Zeigler | | | | $ | 97,500 | | | | | $ | 127,681(2) | | | | | $ | 16,380(4) | | | | | $ | 241,561 | | |
(1)
With respect to each award, the grant date fair value is equal to the market value of the Company’s common shares on the date of the award multiplied by the number of shares awarded.
(2)
Represents the aggregate 2024 grant date fair value of 11,711 restricted common shares issued to each of our non-employee trustees for service on the Board. The restricted common shares vest ratably on the first four quarterly anniversaries of the date of grant. As of December 31, 2024, each non-employee director held 5,856 unvested restricted common shares.
(3)
Represents $3,015 in dividends paid on unvested restricted common shares granted to our non-employee trustees.
(4)
Includes (i) for all non-employee directors, the dividends paid on unvested restricted shares of $3,015 and (ii) for stays in Company hotels pursuant to their use of the up to $12,500 annual hotel allowance, for Messrs. Bayh and La Forgia and Mses. Gibson and Zeigler, the amounts of $331 (Bayh), $11,658 (Gibson), $225 (La Forgia) and $13,365 (Zeigler). Included in Ms. Zeigler’s hotel allowance is $2,027 of hotel stays in 2023 that was paid in 2024.
Share Ownership Guidelines for Trustees
We believe that equity ownership by our trustees and officers ensures alignment of their interests with our shareholders’ interests. To that end, we have adopted formal share ownership guidelines applicable to all of our trustees and officers. On an annual basis, we report ownership status to our Compensation Committee and failure to satisfy the ownership levels, or show sustained progress toward meeting them, may result in payment to both trustees and officers of future compensation in the form of equity rather than cash.
| | | | |
Share Ownership Requirements
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| |
Non-Employee Trustee
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| |
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5x base annual cash retainer
|
|
New Trustees must comply with the ownership requirement within five years of becoming a member of the Board and are required to hold shares at this level while serving as a trustee.
As of December 31, 2024, each of the trustees’ individual holdings of Company shares exceeded the applicable multiple set forth in the share ownership guidelines, with the exception of Ms. Zeigler, who joined the Board in 2022 and is within the five-year transition window.
For additional information on trustee share ownership, see the table of “Principal Shareholders” on page 80.
36 | investor.rljlodgingtrust.com
AUDIT MATTERS
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee of our Board, which is composed entirely of independent trustees, has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025. After careful consideration of the matter and in recognition of the importance of this matter to our shareholders, the Board has determined that it is in the best interests of the Company and our shareholders
and unanimously recommends a vote for the ratification by our shareholders of our Audit Committee’s selection of our independent registered public accounting firm. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Vote Required and Recommendation
The affirmative vote of the holders of a majority of all the votes cast at the Annual Meeting with respect to the matter is necessary for the approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. For purposes of approving Proposal 2, abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine such a change would be in our and our shareholders’ best interests. In the event that the appointment of PricewaterhouseCoopers LLP is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.
| |
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| |
Our Board of Trustees unanimously recommends a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2025.
|
|
Auditor Fees
Our consolidated financial statements for the year ended December 31, 2024, have been audited by PricewaterhouseCoopers LLP, which served as our independent registered public accounting firm for that year. The following summarizes the fees billed by PricewaterhouseCoopers LLP for services performed for the years ended December 31, 2024, and 2023:
| | | | |
Year Ended December 31,
|
| |||||||||
| |
PwC Fees
|
| |
2024
|
| |
2023
|
| ||||||
| | Audit fees(1) | | | | $ | 1,734,767 | | | | | $ | 1,603,449 | | |
| | Audit-related fees | | | | | — | | | | | | — | | |
| | Tax fees(2) | | | | | 479,309 | | | | | | 403,290 | | |
| | All other fees | | | | | — | | | | | | — | | |
| | Total | | | | $ | 2,214,076 | | | | | $ | 2,006,739 | | |
(1)
Audit fees for 2024 and 2023 include fees for services rendered for the audit of our consolidated financial statements and the report on the effectiveness of internal control over financial reporting as required by the Sarbanes-Oxley Act, the review of the consolidated financial statements included in our quarterly reports on Form 10-Q, comfort letters and consents, and other services related to SEC matters.
(2)
Tax fees for 2024 and 2023 include fees for preparation of tax returns, general tax consulting and compliance with U.S. federal income tax laws applicable to REITs.
2025 PROXY STATEMENT | 37
AUDIT MATTERS
Pre-Approval Policies and Procedures
The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any permitted non-audit services to the Company. The Audit Committee has delegated authority to its chairperson to pre-approve engagements for the performance of audit and non-audit services, for which the estimated cost for such services shall not exceed $100,000 in the aggregate in any calendar year. The chairperson must report all
pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement. If the Audit Committee reviews and ratifies any engagement that was pre-approved by the chairperson of the Audit Committee, then the fees payable in connection with the engagement will not count against the $100,000 aggregate annual fee limit.
All services performed by the independent registered public accounting firm in 2024 were approved by the Audit Committee pursuant to its pre-approval policy.
38 | investor.rljlodgingtrust.com
AUDIT MATTERS
| | |
Report of the Audit Committee
|
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| | |
The Audit Committee is currently composed of Messrs. La Forgia and McCarthy, and Mses. Gibson, and Zeigler, with Mr. La Forgia serving as its chairperson. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Trustees.
One of the principal purposes of the Audit Committee is to assist the Board of Trustees in the oversight of the integrity of the Company’s financial statements. The Company’s management team has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2024 with our management.
The Audit Committee also is responsible for assisting the Board of Trustees in the oversight of the qualification, independence and performance of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by the Public Company Accounting Oversight Board Standard No. 16, Communications with Audit Committees and the Securities and Exchange Commission (“SEC”).
The Audit Committee has received both the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by PricewaterhouseCoopers LLP are compatible with maintaining the independence of PricewaterhouseCoopers LLP from management and the Company.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Trustees that the Company’s audited financial statements for 2024 be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.
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| | | | | |
Respectfully submitted,
The Audit Committee of the Board of Trustees
Robert M. La Forgia, Chairman
Patricia L. Gibson Robert McCarthy Robin Zeigler |
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The Audit Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.
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2025 PROXY STATEMENT | 39
EXECUTIVE OFFICERS
The following table sets forth information concerning our executive officers. Ages are as of March 24, 2025. Executive officers are elected annually by our Board and serve at the Board’s discretion.
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ROBERT L. JOHNSON
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Founder and Executive Chairman of the Board
since the formation of the Company in 2011
Age 78
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See Mr. Johnson’s biography on page 11 of this Proxy Statement.
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LESLIE D. HALE
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President, Chief Executive Officer and Trustee
since August 2018
Age 52
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See Ms. Hale’s biography on page 12 of this Proxy Statement.
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SEAN M. MAHONEY
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Executive Vice President
and Chief Financial Officer since August 2018
Age 53
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CAREER HIGHLIGHTS
DiamondRock Hospitality Company (NYSE: DRH), a self-advised real estate investment trust that owns a portfolio of premium hotels and resorts
•
Executive Vice President, Chief Financial Officer and Treasurer (2008 to 2018)
•
Senior Vice President, Chief Accounting Officer and Corporate Controller (2004 to 2008)
Ernst & Young LLP, a multinational professional services partnership that provides audit, tax and advisory services
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Senior Manager
KPMG, LLP, a multinational professional services partnership that provides audit, tax and advisory services
•
Audit Director, Dublin, Ireland practice (2002 to 2003)
Arthur Andersen LLP, an accounting firm that provided auditing, tax advising, consulting and other professional services
•
Auditor (1993 to 2001)
EDUCATION
•
Former Certified Public Accountant
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B.S., Accounting, Syracuse University (1993)
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THOMAS BARDENETT
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Executive Vice President
and Chief Operating Officer since September 2022
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EVP Asset Management September 2017 to September 2022
Age 61
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CAREER HIGHLIGHTS
Extended Stay America (NYSE: STAY), a hospitality company that provides long-term accommodations
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Chief Operating Officer (2015 to 2017)
Crossroads Hospitality, a division of Interstate Hotels and Resorts, a privately owned and operated hospitality management company
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President (2012 to 2015)
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Executive Vice President (2004 to 2011)
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Senior Vice President, Sales and Marketing (1998 to 2004)
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EDUCATION
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B.S., Communications, State University of New York at Oswego (1986)
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CHAD D. PERRY
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Executive Vice President,
General Counsel and Corporate Secretary since April 2023
Age 53
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CAREER HIGHLIGHTS
Tanger, Inc. (NYSE: SKT), an owner and operator of outlet and open-air retail shopping destinations
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Executive Vice President, General Counsel and Secretary (2012 to 2023)
LPL Financial Corporation (Nasdaq: LPLA), a wealth management firm
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Executive Vice President and Deputy General Counsel (2006 - 2011)
EDUCATION
•
J.D., Columbia University (1997)
•
B.A., Princeton University (1994)
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40 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
Proposal 3—Non-Binding Vote to Approve Named Executive Officer Compensation
We are providing our shareholders an annual opportunity to indicate whether they support our compensation program for our named executive officers as described in this Proxy Statement by voting for or against the resolution set forth below. This vote, which is required by Section 14A of the Exchange Act and is commonly referred to as “Say-On-Pay,” is not intended to address any specific item of compensation, but instead relates to the Compensation Discussion and Analysis, the tabular disclosures regarding named executive officer compensation and the narrative disclosure accompanying the tabular presentation. We believe that it is appropriate to seek the views of shareholders on the design and effectiveness of our executive compensation program. Although the vote on this resolution is advisory in nature and, therefore, will not bind us to take any particular action, our Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders in their vote and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers. Our current policy is to provide our shareholders with an opportunity to approve the compensation of our named executive officers each year at the annual meeting of shareholders. It is expected that the next advisory (non-binding) vote to approve executive compensation will be held at the 2026 annual meeting of shareholders.
We believe our executive compensation policies and procedures are centered on pay-for-performance principles and are closely aligned with the long-term interests of our shareholders. As described under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and shareholders by tying a substantial portion of our executives’ total compensation to performance measures that align long-term shareholder value and leadership actions that are expected to position our Company for long-term success.
For the reasons discussed above, we believe our compensation program for our named executive officers is instrumental in helping us achieve our operational and financial goals. Accordingly, we believe that our compensation program should be endorsed by our shareholders, and we are asking our shareholders to vote FOR the following resolution:
“RESOLVED, that the shareholders hereby approve the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative executive compensation disclosure contained in this Proxy Statement.”
Vote Required and Recommendation
The affirmative vote of a majority of the votes cast at the Annual Meeting with respect to the matter is required to endorse (on a non-binding advisory basis) the compensation of the Company’s named executive
officers. For purposes of the vote on this proposal, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.
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Our Board of Trustees unanimously recommends a vote FOR the resolution approving on a non-binding advisory basis the compensation of the Company’s named executive officers.
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2025 PROXY STATEMENT | 41
EXECUTIVE COMPENSATION
Executive Compensation Table of Contents
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Compensation Discussion and Analysis
I.
2024 Named Executive Officers
The Compensation Committee establishes the underlying policies and principles of our compensation program. This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation
program for our named executive officers (the “NEOs”) and explains in detail the process followed to reach its 2024 compensation decisions.
Our NEOs for 2024 are as follows:
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Robert L. Johnson
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Executive Chairman
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| | Leslie D. Hale | | |
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President and Chief Executive Officer
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Sean M. Mahoney
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Executive Vice President and Chief Financial Officer
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Thomas Bardenett
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Executive Vice President and Chief Operating Officer
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| | Chad D. Perry | | |
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Executive Vice President, General Counsel and Corporate Secretary
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42 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
II.
Executive Compensation Program Highlights
| | | We believe that a primary goal of executive compensation is to align the interests of our NEOs with those of our shareholders in a way that encourages prudent decision making and allows us to attract and retain the best executive talent. | | |
The Compensation Committee adopted a compensation program designed to link financial and strategic results to executive awards, reward favorable shareholder returns and enhance our competitive position within our segment
of the hospitality industry. The Compensation Committee is committed to protecting the interests of shareholders by using fair and objective evaluation processes for our executives and prioritizing the creation of short-term and long-term shareholder value. In general, the majority of executive compensation is tied directly to the achievement of pre-established individual and corporate goals. The selected corporate goals help ensure that the financial interests of our senior executives are aligned with those of our shareholders.
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PAY-FOR-PERFORMANCE ALIGNMENT
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| | We maintain strong pay-for-performance alignment: 90% of our Chief Executive Officer’s 2024 approved compensation was variable and subject to our performance. | | |
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FORMULAIC ANNUAL CASH BONUSES WITH PRE-DETERMINED GOALS
|
| | 100% of our Executive Chairman’s, 85% of the Chief Executive Officer’s, and 80% of our Chief Financial Officer’s, Chief Operating Officer’s and General Counsel’s annual cash bonuses are formulaic and are based on the achievement of rigorous, pre-established corporate performance goals (with 15% based on individual performance for our Chief Executive Officer and 20% based on individual performance for our Chief Financial Officer, Chief Operating Officer and General Counsel). Our cash bonus program employs challenging hurdles and may result in significant fluctuations in payouts aligned with our financial and operating success each year. | | |
| | |
EQUITY AWARDS ALIGNED WITH OUR SHAREHOLDERS
|
| | The amount of the annual equity award is determined, in part, based on a review of the execution of our strategic business plan and our TSR performance. Approximately 50% of the value of our NEOs’ equity awards is granted in performance-based share units that vest at the end of three years subject to achieving rigorous TSR hurdles. | | |
III.
2024 Business Highlights and Accomplishments
During 2024, we achieved RevPAR growth that was once again in the top quartile of our peers and exceeded that of the industry. Our relative outperformance came amid an overall choppy macroeconomic backdrop. Against this backdrop, the lodging industry remained resilient, achieving positive RevPAR growth for the year with revenues achieving a new peak.
Urban markets outpaced the industry RevPAR growth as these markets benefited from improving business travel, continued demand from small and medium sized enterprises, and expanding demand from traditional corporate sources such as financial services, consulting and technology. The industry also experienced robust group demand, and the continuation of strong urban leisure demand from concerts, sporting events and other special events.
While our portfolio benefited from stronger growth trends in urban markets, our relative outperformance versus our peers and industry was also a result of our multi-year initiative to improve our portfolio’s growth profile and reposition our footprint in core urban markets. All of these factors led our portfolio to achieve 2.0% RevPAR growth
in 2024. Additionally, we achieved strong outside-the-room spend in areas such as parking and F&B driven by our ROI initiatives over the last several years, supporting total revenue growth of 3.2% for the year. Offsetting positive revenue growth, inflationary headwinds related to higher wages and benefits, insurance and real estate taxes persisted throughout the year, causing our expenses to increase ahead of revenues, leading our margins to decline over the prior year.
Despite the choppy backdrop, we advanced our key objectives in 2024 including:
•
Conversion execution. We remained focused on unlocking value in our portfolio, including executing on the conversion of the former Hotel Indigo to Hotel Tonnelle in New Orleans, a Marriott Tribute Portfolio Hotel, the renovation of the former Wyndham Medical Center in Houston to the DoubleTree Houston Medical Center, the conversion of the former Wyndham Pittsburgh University Center to the Courtyard by Marriott Pittsburgh University, as well as our conversion
2025 PROXY STATEMENT | 43
EXECUTIVE COMPENSATION
projects in Nashville and downtown Pittsburgh. We are on pace to deliver two conversions per year.
•
Strategic acquisitions. We utilized our strong balance sheet to acquire the 110-room Hotel Teatro in Denver, further expanding our Urban Lifestyle footprint and the fee simple interest in the 304-room Wyndham Boston Beacon Hill, which was previously subject to a ground lease, creating an incremental attractive conversion opportunity.
•
Strong balance sheet. We continued to prudently manage our balance sheet to improve the laddering of our maturities, reduce our cost of debt and increase balance sheet flexibility. Specifically, during 2024, we entered into a new
$500.0 million term loan to address our 2025 maturities and reduce the outstanding balance on our revolving credit facility. Additionally, we executed several attractive interest rate swaps to manage interest risk. We ended 2024 with a strong balance sheet including over $900 million of liquidity.
•
Enhancing shareholder returns. During the year, we continued to demonstrate our commitment to enhancing total shareholder returns by returning significant capital to shareholders through the repurchase of 2.3 million common shares for $22.0 million at an attractive price of $9.39 per share and increased our quarterly common dividend by 50%.
IV.
Say-on-Pay Vote
We maintain an active dialogue with our shareholders throughout the year to obtain diverse perspectives on our Company’s operations and ensure that shareholder perspectives are thoughtfully considered on a variety of issues, including governance, ESG, strategy, business performance, risk and culture. With respect to our executive compensation program, we provide our shareholders the opportunity to vote annually on this program in an advisory capacity. In 2024, our Say-on-Pay vote received above 91% approval.
V.
Philosophy and Objectives of Our Compensation Program
We have designed our executive compensation program to achieve the following objectives:
44 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
1.
TRANSPARENT AND COMPETITIVE COMPENSATION PROGRAM
In alignment with our compensation objectives, we have developed a transparent and straightforward performance-based compensation program, which consists of four elements:
| |
•
Base salary
|
| | Base salary is set based on assigned responsibilities and is reviewed annually against market data | |
| |
•
Annual cash bonus opportunity
|
| | In general, executive officers are eligible to receive annual cash bonuses based upon the achievement of rigorous, pre-established goals and objectives | |
| |
•
Annual performance equity grants
|
| | The Compensation Committee awards annual performance equity grants to ensure alignment with shareholders and as a retention tool. Grants of time-based restricted shares are determined based on an assessment of our overall corporate performance on both an absolute and relative basis to our peers | |
| |
•
Multi-year performance equity grants
|
| | The Compensation Committee awards multi-year performance equity grants to ensure alignment with shareholder interests over a multi-year period and as a retention tool. These awards will only be earned by the recipients if we achieve certain defined TSR targets over a prospective performance period | |
We review the competitive compensation practices for executives of public hospitality REITs and other public REITs of similar size to us to ensure our compensation program is competitive with the market. In establishing compensation for our executive management team, our Compensation Committee uses its judgment in aligning compensation with its assessment of performance on both an absolute and relative basis as compared to
the competitive peer group. Accordingly, in years of superior performance compared to the competitive peer group, our executives may receive total compensation toward the higher end of the market range and in years of lagging performance compared to the competitive peer group, our executives may receive total compensation toward the lower end of the market range.
2.
PROPER INCENTIVES TO ACHIEVE PERFORMANCE OBJECTIVES AND MAXIMIZE LONG-TERM SHAREHOLDER VALUE
Our compensation program is designed to tie a substantial portion of executive total compensation to performance measures that align long-term shareholder value and leadership actions that are expected to position us for long-term success. Accordingly, the vast majority of executive total compensation is delivered
through our annual cash bonus program, our annual equity award program, and our multi-year performance equity program, with 80% of the Executive Chairman’s, 90% of the CEO’s, 79% of the CFO’s, 79% of the COO’s and 75% of the GC’s total compensation at risk.
2024 Target Compensation
2025 PROXY STATEMENT | 45
EXECUTIVE COMPENSATION
We believe our annual cash bonus program encourages our executives to take prudent steps to achieve, and if possible, exceed, our annual business plan, which we believe will increase shareholder value over the long-term.
We have not guaranteed our executives any minimum cash bonus payments. As a result, in the event of poor individual and/or corporate performance in any year, the executives could receive no cash bonus for that year.
The largest individual component of executive officer total compensation is equity compensation. We believe approximately 50-70% of the executive’s total annual compensation should be in the form of equity-based awards for the following reasons:
•
Equity awards help (i) ensure that a significant portion of each of our executives’ net worth is tied to the value of our common shares and
(ii) align the interests of our executives with those of our shareholders
•
If we have superior long-term operating performance, our executives, through their equity compensation, will eventually receive compensation from dividends and capital appreciation in our common shares that reflects this performance; conversely, if we do not perform as well as our competitors, our executives’ compensation will be below market over the long-term
•
We have designed our equity awards to be TSR vehicles, rewarding our executive officers for both share price appreciation and the payment of dividends
3.
APPROPRIATE BALANCE BETWEEN RISK AND REWARD
Our Compensation Committee designed the compensation program to encourage executives to manage the Company prudently for the long-term. The Compensation Committee, in consultation with the Company’s management, reviews the Company’s policies and procedures with respect to risk assessment and risk management on an annual basis and believes the structure of our compensation program does not encourage unnecessary or excessive risk taking, as illustrated by the following features of the program:
•
We evaluate performance based on the achievement of a variety of business objectives and goals we believe correlate to the long-term creation of shareholder value and are affected by management decisions
•
We provide a significant portion of each executive’s annual compensation in the form of share-based compensation that allows our executives to build sizable holdings of equity and align an appropriate portion of their personal wealth with our long-term performance
•
We structure our annual cash bonus program to provide for payouts only once a threshold level of performance has been achieved
•
We consider non-financial and other qualitative performance factors in determining actual compensation payouts; in 2024, the Compensation Committee considered such performance factors in determining cash bonus payouts as further outlined under “Annual Cash Bonus”
4.
ATTRACT AND RETAIN TALENTED EXECUTIVES
We believe the quality of our executive management team has been and continues to be a critical element of the success of our business. We have successfully attracted talented executives with significant experience in the hospitality and real estate industries who are highly motivated to achieve value for our shareholders. To continue to draw highly skilled executives, we seek to maintain a competitive compensation program to
attract key talent from these and related industries. Our compensation program is also designed to retain our executives and motivate them to sustain a high level of performance over the long-term. To ensure the compensation program’s competitiveness, the Compensation Committee reviews the program annually and benchmarks it against the compensation structures of the Company’s peers.
46 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
VI.
2024 Compensation Snapshot−Approved Values
The Compensation Committee, in consultation with its Compensation Consultant, also reviewed:
•
our operational performance including the achievements described under “2024 Performance Goals”
•
total return on both an absolute and relative basis
•
the results of a comprehensive analysis of market-based compensation data, industry trends and best practices
Based on this assessment, our Compensation Committee approved the following 2024 compensation for each of our NEOs. Amounts shown below vary from the summary compensation table; the summary compensation table illustrates equity awards in the year of grant and not for the performance year to which those grants relate.
| |
Name and Principal
Position |
| |
Performance
Year |
| |
Salary
|
| |
Annual
Cash Bonus |
| |
Annual Time-
Based Equity Awards(1)(2) |
| |
Target Value of the
Multi-Year Performance Equity Awards(1)(3) |
| |
Total
Approved Value |
| ||||||||||||||||||
| |
Robert L. Johnson
Executive Chairman |
| | | | 2024 | | | | | $ | 515,000 | | | | | $ | 645,800 | | | | | $ | 715,000 | | | | | $ | 715,000 | | | | | $ | 2,590,800 | | |
| |
Leslie D. Hale
President and Chief Executive Officer |
| | | | 2024 | | | | | $ | 882,000 | | | | | $ | 1,536,100 | | | | | $ | 3,004,400 | | | | | $ | 3,004,400 | | | | | $ | 8,426,900 | | |
| |
Sean M. Mahoney
Executive Vice President and Chief Financial Officer |
| | | | 2024 | | | | | $ | 550,000 | | | | | $ | 551,400 | | | | | $ | —(4) | | | | | $ | —(4) | | | | | $ | 1,101,400 | | |
| |
Thomas Bardenett
Executive Vice President and Chief Operating Officer |
| | | | 2024 | | | | | $ | 565,000 | | | | | $ | 535,000 | | | | | $ | 770,000 | | | | | $ | 770,000 | | | | | $ | 2,640,000 | | |
| |
Chad D. Perry
Executive Vice President, General Counsel and Corporate Secretary |
| | | | 2024 | | | | | $ | 465,000 | | | | | $ | 445,000 | | | | | $ | 450,000 | | | | | $ | 450,000 | | | | | $ | 1,810,000 | | |
(1)
Due to the reporting requirements under applicable SEC rules relating to the timing of the recognition of equity-based compensation, these amounts will be included in the “2025 Summary Compensation Table” in next year’s proxy statement.
(2)
Amounts reflect approved cash value of the awards, which may vary slightly from the grant date value used for accounting purposes.
(3)
Amounts reflect the approved value of the awards. This amount differs from the grant date fair value of these awards which is calculated in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Given the hurdles associated with these awards, the accounting values are greater than the approved values.
(4)
Due to Mr. Mahoney’s pending retirement, he did not receive restricted share or performance unit awards.
2025 PROXY STATEMENT | 47
EXECUTIVE COMPENSATION
VII.
Components of Executive Officer Compensation
The following summarizes the elements and amounts of our compensation program for our NEOs in 2024. As described under “Executive Compensation—Compensation Tables and Related Information—Employment Agreements with Our Named Executive Officers,” Mr. Johnson executed an amended and restated employment agreement effective as of November 1, 2024, Ms. Hale entered into an employment agreement on March 29, 2023, Mr. Mahoney executed an amended and restated employment agreement on November 1, 2024, Mr. Bardenett executed an amended and restated employment agreement on December 20, 2024, and Mr. Perry entered into an employment agreement on April 27, 2023.
| | | | | |
Pay Element
|
| |
Consideration
|
| |
Key Design Features
|
| |
Objective
|
|
| |
Short Term
|
| | |
Base Salary
|
| |
•
Cash
|
| |
•
Reviewed periodically against market data
•
Aligned with market level of peers
|
| |
•
Reward the skill and expertise of our executives on a day-to-day basis
|
|
| |
Annual Bonus
|
| |
•
Cash
|
| |
•
100% of the Executive Chairman’s, 85% of the CEO’s and 80% of the CFO’s, COO’s and GC’s annual cash bonus is tied to achievement of rigorous corporate and strategic objectives (with 15% tied to the CEO’s individual performance and 20% tied to the CFO’s, COO’s and GC’s individual performance)
•
Key corporate bonus program metrics
•
Achieve full year EBITDA budget
•
Leverage reduction during 2024
•
2024 market share gains
•
Launch four strategic conversions
•
Publishing of formal GRESB report
|
| |
•
Reward the achievement of key annual initiatives
•
Focus on metrics and objectives that drive long-term value creation
|
| ||||
| |
Long Term
|
| | |
Multi-Year Performance Equity Award
|
| |
•
Performance share units convertible into common shares based on TSR performance
|
| |
•
Tied to relative TSR
•
Cumulative relative TSR requirement between 25th and 75th percentiles of peer TSR:
•
If absolute TSR is negative, awards will be reduced or capped
•
Awarded based on performance over rolling three-year periods
|
| |
•
Align executive incentives with RLJ’s shareholders
•
Emphasize multi-year share price performance
|
|
| |
Annual Performance Equity Grants
|
| |
•
Restricted shares
|
| |
•
Awarded annually
•
Determined based on review of the execution of our strategic business plan and our TSR performance
•
Vest in annual installments over a three-year period
|
| |
•
Aid the retention of talented executives
|
|
ANNUAL BASE SALARY
Base salary is designed to compensate our executive officers at a fixed level of compensation that serves as a retention tool throughout the executive’s career. In determining base salaries, the Compensation Committee considered each executive officer’s role and responsibility,
unique skills, and future potential with our Company, as well as salary levels for similar positions in our core markets and among other executives within the Company (internal pay equity).
48 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
The annual base salaries of our NEOs as of December 31, 2024:
| |
Name
|
| |
Base Salary
|
| |||
| | Robert L. Johnson | | | | $ | 515,000 | | |
| | Leslie D. Hale | | | | $ | 882,000 | | |
| | Sean M. Mahoney | | | | $ | 550,000 | | |
| | Thomas Bardenett | | | | $ | 565,000 | | |
| | Chad D. Perry | | | | $ | 465,000 | | |
ANNUAL CASH BONUS
Our NEOs each have an opportunity to earn an annual incentive cash award designed to reward annual corporate performance, and, with respect to Ms. Hale, Mr. Mahoney, Mr. Bardenett and Mr. Perry, to also encourage and reward individual achievement during the year. The Compensation Committee establishes a target annual incentive cash award opportunity for each of our NEOs following a review of their individual responsibilities, experience, qualifications, individual performance and contributions, as well as an analysis of data from the Peer Group and Executive Chairman Peer Group discussed on page 56. The targeted annual incentive cash award opportunity and the performance goals set by the Compensation Committee (discussed below) are communicated to the NEOs at the beginning of each year. The Compensation Committee considers all relevant facts and circumstances when evaluating performance, including changing market conditions and broad corporate strategic initiatives, along with overall responsibilities and contributions and retains the ability to
exercise its judgment and discretion to adjust an award up or down.
2024 BONUS OPPORTUNITY
For 2024, Mr. Johnson’s annual incentive cash awards were based solely on corporate performance. Ms. Hale’s annual incentive cash award was based 85% on corporate performance and 15% on individual performance. Mr. Mahoney’s, Mr. Bardenett’s and Mr. Perry’s annual incentive cash awards were based 80% on corporate performance and 20% on individual performance.
The Compensation Committee established threshold, target, maximum and outperform annual incentive cash award levels as a percentage of base salary for our NEOs as set forth below. For 2024, following analysis and discussion with the Compensation Consultant of prevailing market practices, we adopted consistent payout ranges as a percentage of target for all executives.
| | | | |
2024 Annual Incentive Cash Awards
|
| |||||||||
| |
Name
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Outperform
|
|
| | Robert L. Johnson | | |
75%
|
| |
125%
|
| |
175%
|
| |
225%
|
|
| | Leslie D. Hale | | |
105%
|
| |
175%
|
| |
245%
|
| |
315%
|
|
| | Sean M. Mahoney | | |
60%
|
| |
100%
|
| |
140%
|
| |
180%
|
|
| | Thomas Bardenett | | |
60%
|
| |
100%
|
| |
140%
|
| |
180%
|
|
| | Chad D. Perry | | |
60%
|
| |
100%
|
| |
140%
|
| |
180%
|
|
2024 PERFORMANCE GOALS
In 2024, the Compensation Committee continued its track record of using an objective, rigorous and quantifiable approach to establishing formal performance metrics for the annual cash bonus programs. Early in 2024, the Compensation Committee met to review and establish the metrics and performance ranges for the NEOs’ cash bonus programs. These corporate goals included financial objectives such as achievement of EBITDA targets and those related to corporate initiatives, including launching strategic conversions. The Company also focused on improving its balance sheet through leverage reduction.
These goals support the Company’s positioning and advancement against its long-term strategic objectives and enhance its ability to capture recovery trends in the hospitality business cycle.
The Company’s results on its performance metrics were 100.3% of the target level. The metrics considered by the Compensation Committee during 2024 were the following:
2025 PROXY STATEMENT | 49
EXECUTIVE COMPENSATION
| | | | |
2024 Key
Priority |
| |
Performance
Goal |
| |
Target
Objective |
| |
Measurement
|
| |
Threshold /
Target / Max / Outperform |
| |
Weighting
|
| |
Final
Performance |
|
| |
1
|
| |
Operationally
perform and achieve budget |
| |
Achieve full year
EBITDA budget |
| |
100% of Hotel
EBITDA budget |
| |
Actual Hotel
EBITDA |
| |
$380MM / $410MM /
$430MM / $440MM |
| | 40% | | |
Between
Threshold and Target ($398.0MM) |
|
| |
2
|
| |
Balance sheet
flexibility and liquidity |
| |
Leverage
reduction during 2024 |
| |
Reduce
leverage during 2024 |
| |
Leverage level as
measured by Net Debt/EBITDA as of December 31, 2024 |
| |
5.25X / 5.0X /
4.75X / 4.50X |
| | 20% | | |
Between
Threshold and Target (5.04X) |
|
| |
3
|
| |
Operationally
capture uptrends relative to industry |
| |
2024 market
share gains |
| |
40% of hotels
gaining market share |
| |
Percentage of
hotels who gain market share as measured by full year 2024 STR RevPAR Index |
| |
30% / 40% /
50% / 60% |
| | 25% | | |
Between
Target and Maximum (48%) |
|
| |
4
|
| |
Successfully execute
on value creation projects |
| |
Complete and
Launch Four Strategic Conversions: (i) Bankers Alley Nashville, Hilton Tapestry; (ii) Courtyard at the University of Pittsburgh, (iii) Hotel Tonnelle New Orleans and (iv) DoubleTree Houston Medical Center |
| |
Reopen as
converted and rebranded hotels for each of the four conversions by December 31, 2024 |
| |
Number of
conversions and rebrandings completed by December 31, 2024 |
| |
3 / 4 / N/A /
N/A |
| | 10% | | |
Target (Four
Conversions) |
|
| |
5
|
| |
Achieve 2024 ESG
Initiatives |
| |
Publishing
of formal GRESB report |
| |
Publish formal
GRESB report |
| |
Publishing of
formal GRESB report |
| |
N/A / Publish /
N/A / N/A |
| | 5% | | |
Target
(Formal report published) |
|
2024 Individual Performance Outcomes
In addition to the above rigorous corporate performance objectives, Ms. Hale’s annual incentive was based 15% on individual performance. Additionally, Mr. Mahoney’s, Mr. Bardenett’s and Mr. Perry’s annual incentive cash awards were based 20% on individual performance.
In determining the individual performance outcome for Ms. Hale, the Compensation Committee evaluated her key contributions related to the following:
(i) Setting, enhancing and executing RLJ’s business plan and strategic vision with a focus on potential innovative concepts; (ii) managing executive team development and succession planning; (iii) continuing effective board communication; and (iv) active engagement with investors and research analysts.
In determining the individual performance outcome of Mr. Mahoney, the Compensation Committee took into account the following key contributions:
(i) Managing the overall balance sheet structure, flexibility and liquidity, including addressing near term
debt maturities; (ii) executing initiatives to further enhance professional development of finance and accounting team members; (iii) executing on strategic finance initiatives to align with the annual business plan; and (iv) actively engaging in investor outreach and effective investor relations messaging.
In determining the individual performance outcome of Mr. Bardenett, the Compensation Committee took into account the following key contributions:
(i) Leading all portfolio operational and profitability initiatives; (ii) overseeing execution of our corporate strategic initiative to increase hotel market share; (iii) achieve underwriting business plan for ROI initiatives, hotel conversions and acquisitions; and (iv) managing our hotel portfolio to maintain operating synergies.
In determining the individual performance outcome of Mr. Perry, the Compensation Committee took into account the following key contributions:
(i) Leading all major operational agreement negotiations; (ii) developing the legal function and overseeing the full
50 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
integration of the team (iii) supporting and advising the Board of Trustees; and (iv) providing critical support for the execution of the Company’s strategic initiatives.
2024 BONUS AMOUNTS
The table below shows the 2023 annual cash bonus awards, the 2024 target awards under the annual cash
bonus program, and the 2024 actual award payouts for each of the NEOs. In determining the actual 2024 incentive cash award for our NEOs, the Compensation Committee considered the factors as indicated in the preceding section. It was determined each NEO would receive cash incentive award amounts as follows:
| | | | | | | |
Annual Incentive Cash Awards
|
| | | | | | | |||||||||||||||
| |
Executive
|
| |
Position
|
| |
2023 Bonus(1)
|
| |
2024 Target
Bonus |
| |
2024 Actual
Bonus Award |
| |
% Of
Target |
| ||||||||||||
| |
Robert L. Johnson
|
| | Executive Chairman | | | | $ | 760,800 | | | | | $ | 643,750 | | | | | $ | 645,800 | | | | | | 100.3% | | |
| |
Leslie D. Hale
|
| | President and CEO | | | | $ | 1,727,000 | | | | | $ | 1,543,500 | | | | | $ | 1,536,100 | | | | | | 99.5% | | |
| |
Sean M. Mahoney
|
| | EVP and CFO | | | | $ | 640,000 | | | | | $ | 550,000 | | | | | $ | 551,400 | | | | | | 100.3% | | |
| |
Thomas Bardenett
|
| | EVP and COO | | | | $ | 640,000 | | | | | $ | 565,000 | | | | | $ | 535,000 | | | | | | 94.7% | | |
| |
Chad D. Perry
|
| | EVP and GC | | | | $ | 362,000 | | | | | $ | 465,000 | | | | | $ | 445,000 | | | | | | 95.7% | | |
(1)
Mr. Perry’s 2023 bonus was prorated to reflect his start date of April 26, 2023.
EQUITY AWARDS
We grant equity awards pursuant to our 2021 Equity Incentive Plan; however, prior to its adoption and approval by the shareholders on April 30, 2021, we granted equity awards pursuant to our 2015 Equity Incentive Plan. Equity incentive awards are designed to focus our executive officers and other employees on, and reward them for, achieving long-term goals and enhancing shareholder value.
ANNUAL EQUITY AWARDS
In determining annual equity awards, our Compensation Committee considers our overall financial performance. The awards made under the 2021 Equity Incentive Plan in 2024 were granted to recognize each individual’s efforts on our behalf in connection with our performance in 2023 and to provide a retention element to their compensation. More detail with respect to the equity awards granted in 2024 is provided in the table under “Compensation of Executive Officers—Grants of Plan-Based Awards.”
As part of our review of 2024 performance, in March 2025, we made our annual performance equity
grants. The annual performance equity grant represents a time-based restricted share award that is based on a subjective review of our performance, as well as the competitive pay of the Peer Group and the Executive Chairman Peer Group.
As it does every year in February, the Compensation Committee assesses the Company’s performance for the preceding year, including relative to its peer companies, and each NEO’s individual performance with respect to their management business objectives (“MBOs”). For 2024, given the Company’s (i) achievement of its performance objectives; (ii) relative performance when compared to our peers; and (iii) Ms. Hale’s, Mr. Mahoney’s, Mr. Bardenett’s and Mr. Perry’s achievement of their individual MBOs, the Compensation Committee compensated the executives in a range that reflects the Company and individual performance.
The 2024 annual performance equity grants, awarded in 2025, and the 2023 annual performance equity grants, awarded in 2024, were as follows:
| |
Name
|
| |
Cash Value of 2024 Award
|
| |
Cash Value of 2023 Award
|
| ||||||
| | Robert L. Johnson | | | | $ | 715,000 | | | | | $ | 715,000 | | |
| | Leslie D. Hale | | | | $ | 3,004,400 | | | | | $ | 3,004,400 | | |
| | Sean M. Mahoney | | | | $ | —(1) | | | | | $ | 770,000 | | |
| | Thomas Bardenett | | | | $ | 770,000 | | | | | $ | 770,000 | | |
| | Chad D. Perry | | | | $ | 450,000 | | | | | $ | 450,000 | | |
(1)
Due to Mr. Mahoney’s pending retirement, he did not receive a 2024 annual performance equity grant.
These restricted share awards will vest on the first three annual anniversaries of the date of grant, subject to the executive’s continued employment. Because these awards for 2024 performance were made in 2025, pursuant to applicable SEC disclosure rules, such
awards will be reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table in our proxy statement for the 2026 annual meeting of shareholders (which reflects 2025 compensation).
2025 PROXY STATEMENT | 51
EXECUTIVE COMPENSATION
MULTI-YEAR PERFORMANCE EQUITY AWARDS
The Compensation Committee has established the Company’s Multi-Year Performance Equity Award program in alignment with its philosophy of rewarding Company executives for superior performance and ensuring consistency with competitive market terms. The program is a critical retention tool for the Company’s executives, with shares only awarded if the Company satisfies specific performance hurdles over a three-year period.
Specifically, the Multi-Year Performance Equity program has rigorous performance goals. Our Multi-Year
Performance Plan includes relative TSR hurdles that may result in reduced payouts if absolute TSR is negative. Our performance hurdles are discussed in greater detail below and require meaningful Company performance. The Compensation Committee believes that these design features align our program with shareholders, appropriately reward our executives and are consistent with programs at companies with which we compete for talent.
Please see the discussion below on the 2025 and 2024 Multi-Year Performance Equity Awards.
2025 MULTI-YEAR PERFORMANCE EQUITY AWARDS
The Compensation Committee awarded performance units to each of Ms. Hale and Messrs. Johnson, Bardenett and Perry under the 2025 Multi-Year Performance Plan effective on March 18, 2025. Performance units awarded pursuant to the 2025 Multi-Year Performance Plan are earned and convert into common shares based on the Company’s attainment of a relative TSR target, subject to modification based on absolute TSR performance. TSR is calculated to include both common share price appreciation and common share dividends paid during the applicable performance periods. The performance units vest at the end of a three-year performance period (the “measurement period”).
The awards granted pursuant to the 2025 Multi-Year Performance Plan (the “2025 Performance Awards”) are subject to the measurement of our TSR (“2025 Relative TSR”) relative to that of the performance peer group (the “2025 Plan Peer Group”) during the entire measurement period. The 2025 Performance Awards are subject to modification based on the Company’s absolute TSR (“2025 Absolute TSR”) performance as follows: (i) if the 2025 Relative TSR performance exceeds target and 2025 Absolute TSR is less than zero, payouts will be reduced by 25%, but not below target and (ii) if 2025 Absolute TSR is negative by 15% or more during the
entire measurement period, the maximum payout will be capped at 115% of target.
The 2025 Performance Award may be earned at a range of 50% to 200% of the target 2025 Performance Award contingent on our achieving 2025 Relative TSR over the measurement period at specified percentiles of the 2025 Plan Peer Group, ranging from the 25th percentile to the 75th percentile, as described below, and will be modified based on 2025 Absolute TSR performance, as discussed above. The percentage of the 2025 Performance Award that is earned for performance between the threshold and target, and between the target and maximum, levels will be calculated by linear interpolation. If the Company is below the 25th percentile of the 2025 Plan Peer Group at the end of the measurement period, no portion of the 2025 Performance Award will be earned.
The common shares earned pursuant to the 2025 Performance Award will vest 100% at the end of the three-year measurement period. Our NEOs will not be entitled to receive any dividends prior to the date upon which the shares are earned. For any common shares issued at the end of the measurement period, our NEOs will be entitled to receive payment of an amount equal to all dividends that would have been paid if such common shares had been issued at the beginning of the measurement period.
| |
Actual Three-Year
Performance Compared to Peer Group |
| |
Percentage of 2025
Relative Award Earned |
| |||
| | Threshold: 25th percentile | | | | | 50% | | |
| | Target: 50th percentile | | | | | 100% | | |
| | Maximum: 75th percentile | | | | | 200% | | |
Our Compensation Committee selected the following 14 companies as the 2025 Plan Peer Group against which our performance will be compared over the
measurement period. These companies represent constituents of the SNL U.S. REIT Hotel Index:
52 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
When the 2025 Performance Award is calculated at the end of the measurement period, our NEOs have the potential to earn the following numbers of common
shares under the 2025 Multi-Year Performance Plan, based on the Company’s performance level:
| | | | |
Number of Common Shares Based on:
|
| |||||||||||||||
| |
Name
|
| |
Threshold Performance
|
| |
Target Performance
|
| |
Maximum Performance
|
| |||||||||
| | Robert L. Johnson | | | | | 40,487 | | | | | | 80,973 | | | | | | 161,946 | | |
| | Leslie D. Hale | | | | | 170,125 | | | | | | 340,249 | | | | | | 680,498 | | |
| | Sean M. Mahoney | | | | | —(1) | | | | | | —(1) | | | | | | —(1) | | |
| | Thomas Bardenett | | | | | 43,601 | | | | | | 87,202 | | | | | | 174,404 | | |
| | Chad D. Perry | | | | | 25,481 | | | | | | 50,962 | | | | | | 101,924 | | |
(1)
Due to Mr. Mahoney’s pending retirement, he did not receive a 2025 Performance Award.
2024 MULTI-YEAR PERFORMANCE EQUITY AWARDS
The Compensation Committee awarded performance units to each of Ms. Hale and Messrs. Johnson, Mahoney, Bardenett and Perry under the 2024 Multi-Year Performance Plan on February 16, 2024. Performance units awarded pursuant to the 2024 Multi-Year Performance Plan are earned and convert into common shares based on the Company’s attainment of a relative TSR target, subject to modification based on absolute TSR performance. TSR is calculated to include both common share price appreciation and common share dividends paid during the applicable performance periods. The performance units vest at the end of a three-year performance period (the “measurement period”).
The awards granted pursuant to the 2024 Multi-Year Performance Plan (the “2024 Performance Awards”) are subject to the measurement of our TSR (“2024 Relative TSR”) relative to that of the performance peer group (the “2024 Plan Peer Group”) during the entire measurement period. The 2024 Performance Awards are subject to modification based on the Company’s absolute TSR (“2024 Absolute TSR”) performance as follows: (i) if the 2024 Relative TSR performance exceeds target and 2024 Absolute TSR is less than zero, payouts will be reduced by 25%, but not below target and (ii) if 2024 Absolute TSR is negative by 15% or more during the entire measurement period, the maximum payout will be capped at 115% of target.
The 2024 Performance Award may be earned at a range of 50% to 200% of the target 2024 Performance Award contingent on our achieving 2024 Relative TSR over the measurement period at specified percentiles of the 2024 Plan Peer Group, ranging from the 25th percentile to the 75th percentile, as described below, and will be modified based on 2024 Absolute
TSR performance, as discussed above. The percentage of the 2024 Performance Award that is earned for performance between the threshold and target, and between the target and maximum, levels will be calculated by linear interpolation. If the Company is below the 25th percentile of the 2024 Plan Peer Group at the end of the measurement period, no portion of the 2024 Performance Award will be earned.
The common shares earned pursuant to the 2024 Performance Award will vest 100% at the end of the three-year measurement period. Our NEOs will not be entitled to receive any dividends prior to the date upon which the shares are earned. For any common shares issued at the end of the measurement period, our NEOs will be entitled to receive payment of an amount equal to all dividends that would have been paid if such common shares had been issued at the beginning of the measurement period.
| |
Actual Three-Year
Performance Compared to Peer Group |
| |
Percentage of 2024
Relative Award Earned |
| |||
| | Threshold: 25th percentile | | | | | 50% | | |
| | Target: 50th percentile | | | | | 100% | | |
| | Maximum: 75th percentile | | | | | 200% | | |
2025 PROXY STATEMENT | 53
EXECUTIVE COMPENSATION
Our Compensation Committee selected the following 14 companies as the 2024 Plan Peer Group against which our performance will be compared over the
measurement period, which represent companies from the SNL U.S. REIT Hotel Index:
When the 2024 Performance Award is calculated at the end of the measurement period, our NEOs have the potential to earn the following numbers of common
shares under the 2024 Multi-Year Performance Plan, based on the Company’s performance level:
| | | | |
Number of Common Shares Based on:
|
| |||||||||||||||
| |
Name
|
| |
Threshold Performance
|
| |
Target Performance
|
| |
Maximum Performance
|
| |||||||||
| | Robert L. Johnson | | | | | 30,556 | | | | | | 61,111 | | | | | | 122,222 | | |
| | Leslie D. Hale | | | | | 128,393 | | | | | | 256,786 | | | | | | 513,572 | | |
| | Sean M. Mahoney | | | | | 32,906 | | | | | | 65,811 | | | | | | 131,622 | | |
| | Thomas Bardenett | | | | | 32,906 | | | | | | 65,811 | | | | | | 131,622 | | |
| | Chad D. Perry | | | | | 19,231 | | | | | | 38,461 | | | | | | 76,922 | | |
RETIREMENT SAVINGS OPPORTUNITIES
All full-time employees can participate in our 401(k) Retirement Savings Plan (the “401(k) Plan”). We provide the 401(k) Plan to help employees save a portion of their cash compensation for retirement in a tax-efficient manner. Under the 401(k) Plan, employees are eligible to defer a portion of their salary, and we, at our discretion,
may make a matching contribution and/or a profit-sharing contribution commencing six months after they begin their employment. For calendar year 2024, we made a matching contribution of up to 4% of each participant’s annual salary, determined by the individual’s contribution and as restricted by the statutory limit.
HEALTH AND WELFARE BENEFITS
We provide to all full-time employees a competitive benefits package, which includes health and welfare benefits, such as medical, dental, short and long-term
disability insurance and life insurance plans. We also subsidize the cost of a gym membership for employees.
54 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
VIII.
Status of Outstanding Multi-Year Performance Equity Awards
The compensation paid to our NEOs is significantly tied to our relative and absolute TSR performance. Depending on the award year, our NEOs’ multi-year performance equity awards are currently tracking either below threshold payout levels, or between threshold and target payout levels, as of December 31, 2024, and directly align the NEOs’ compensation with our current TSR performance.
| |
Program
|
| |
Performance Period
|
| |
Cumulative TSR
Performance Requirements |
| |
Earning
Percentages |
| |
Status
(as of 12/31/2024) |
|
| |
2024 Multi-Year Performance Plan
|
| |
February 2024 −
February 2027
|
| |
•
Relative TSR between the 25th and 75th percentiles subject to modification based on Absolute TSR
|
| |
•
Threshold 50%
•
Target 100%
•
Maximum 200%
|
| |
Tracking Below Threshold for Relative TSR
|
|
| |
2023 Multi-Year Performance Plan
|
| |
February 2023 −
February 2026
|
| |
•
Absolute TSR between 9% and 21%
•
Relative TSR between the 25th and 75th percentiles
|
| |
•
Threshold 50%
•
Target 100%
•
Maximum 200%
|
| |
Tracking Below Threshold for Absolute TSR and Above Threshold but Below Target for Relative TSR
|
|
| |
2022 Multi-Year Performance Plan
|
| |
February 2022 −
February 2025
|
| |
•
Absolute TSR between 9% and 21%
•
Relative TSR between the 25th and 75th percentiles
|
| |
•
Threshold 50%
•
Target 100%
•
Maximum 200%
|
| |
Tracking Below Threshold for Absolute TSR and Above Threshold but Below Target for Relative TSR
|
|
IX.
Compensation Review Process
ROLE OF THE COMPENSATION COMMITTEE
The Compensation Committee, which consists of three independent trustees, is responsible for overseeing the development and administration of our compensation policies and programs and the review and approval of all aspects of our executive compensation program. Among other duties, the Compensation Committee is responsible for the following:
•
Reviews and approves, on an annual basis, the corporate incentive goals and objectives relevant to the compensation of our Chief Executive Officer and our other executive officers
•
Evaluates the performance of our executive officers considering these goals and objectives
•
Evaluates the competitiveness of each executive officer’s total compensation package
•
Approves any changes to our executive officers’ total compensation packages, including, but not limited to:
•
Base salary
•
Annual and long-term incentive award opportunities
•
Payouts and retention programs
The Compensation Committee is supported in its work by our Executive Vice President, General Counsel and Corporate Secretary, his staff, and the Compensation Consultant, as described below. The Compensation Committee’s charter, which sets out its duties and responsibilities and addresses other matters, can be found on our website at www.rljlodgingtrust.com, under the section “Investor Relations—Corporate Governance.”
ROLE OF THE CHIEF EXECUTIVE OFFICER
Within the framework of the compensation programs approved by the Compensation Committee and based on management’s review of market competitive positions, each year our Chief Executive Officer recommends the level of base salary increase (if any) and the annual cash bonuses and the annual equity incentive awards for our NEOs (other than the Chairman and the Chief Executive Officer) and other members of the senior management
team. These recommendations are based upon our Chief Executive Officer’s assessment of the Company’s overall performance, each executive officer’s individual performance and employee retention considerations. The Compensation Committee reviews our Chief Executive Officer’s recommendations and, in its sole discretion, determines all executive officer compensation.
2025 PROXY STATEMENT | 55
EXECUTIVE COMPENSATION
ROLE OF THE COMPENSATION CONSULTANT
In 2024, Willis Towers Watson, was engaged by the Compensation Committee as its independent, third-party executive Compensation Consultant (as previously defined). The Compensation Consultant was engaged by and reports directly to the Compensation Committee. Upon the request of the Compensation Committee, a representative of the Compensation Consultant attends meetings of the Compensation Committee and communicates with the chairman of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of our executive officers.
A written consulting agreement between the Compensation Committee and the Compensation Consultant outlines various executive compensation services including:
•
Advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices
•
Presenting information to assist the Compensation Committee in determining the appropriate peer group to be used to evaluate the competitiveness of our compensation program
•
Providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to our performance
PEER GROUP ANALYSIS
The Compensation Committee relies on compensation information as prepared by the Compensation Consultant to determine the competitive market for our executive officers, including the NEOs. The Compensation Committee uses compensation data compiled from a group of 15 publicly traded REITs (the “Peer Group”) selected using the following methodology:
•
Companies should have a primary investment focus generally on the lodging/resorts sector of the real estate industry or be part of a select group of Maryland-based REITs with whom we compete for talent
•
In terms of size, peer companies should be comparable based on implied market capitalization and/or total enterprise value (approximately 0.5x the size to 2.5x the size, based on total enterprise value, of the Company)
We believe this Peer Group represents the companies with which we currently compete for executive talent and includes our principal business competitors.
For 2023 and 2024, the Peer Group consisted of the following 15 companies:
EXECUTIVE CHAIRMAN PEER GROUP
In addition to this Peer Group, due to the limited number of REITs who, like us, separate the positions of Executive Chairman of the Board and Chief Executive Officer, we also have created a select Executive Chairman Peer Group (the “Executive Chairman Peer Group”) for purposes of evaluating the compensation of Mr. Johnson.
The 2024 Executive Chairman Peer Group consists of 10 equity REITs that have executives that function exclusively as Chairman of the Board and not also as Chief Executive Officer. The Executive Chairman Peer Group for 2023 and 2024 consisted of the following companies:
1
Hersha Hospitality Trust became a private company in 2023.
56 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
To assess the competitiveness of our executive compensation program, we analyze Peer Group and Executive Chairman Peer Group proxy compensation data levels, as well as the mix of our compensation components with respect to fixed versus variable, short-term versus long-term, and cash versus equity-based pay. This information is presented to the Compensation Committee for its review and use. The Compensation Committee generally targets the compensation of each NEO at between the median and moderately above median for the applicable peer
group for similar positions. In addition, the Compensation Committee also takes into account various factors, such as:
•
our performance within the applicable peer group
•
the scope of responsibilities for each individual executive
•
internal equity considerations
•
any succession and retention considerations
X.
Compensation Governance Practices and Policies
| | |
WHAT WE DO
|
|
| | |
•
•
We base a significant portion of our executive officers’ total compensation opportunity on performance; salaries comprise a modest portion of each executive officer’s total compensation opportunity
•
We generally establish a formulaic short-term incentive bonus program based on pre-established individual and corporate performance goals
•
We align our executive officers with our long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year, performance-based equity awards that use TSR as the main metric
•
We enhance executive officer retention with time-based, multi-year vesting equity awards granted for prior-year performance
•
We have a clawback policy
•
We have robust share ownership guidelines for our executives
•
We have firmly committed to not make one-time awards to NEOs in the absence of extraordinary circumstances
•
The Compensation Committee, which is comprised solely of independent trustees, retains an independent Compensation Consultant
|
|
| | |
WHAT WE DON’T DO
|
|
| | |
•
We do not provide tax gross-up payments to any of our executive officers
•
We do not provide “single-trigger” change in control cash severance payments
•
We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; incentive compensation is not based on a single performance motive
•
We do not guarantee annual compensation
•
We do not allow hedging or pledging of our securities
•
We do not offer excessive executive perquisites
|
|
XI.
Company Policies and Other Matters
SHARE OWNERSHIP GUIDELINES FOR OFFICERS
We believe equity ownership by our trustees and officers helps align their interests with shareholder interests. To that end, we have adopted formal share ownership guidelines applicable to all of our trustees and officers. On an annual basis, we report ownership status to our Compensation Committee. Failure to satisfy the ownership levels, or show sustained progress toward meeting them, may result in payment to both
trustees and officers of future compensation in the form of equity rather than cash to meet ownership requirements.
With respect to our officers, the guidelines require ownership of our shares, within five years of becoming an executive officer or from promotion to a new executive officer position, with a value equal to the following multiple of his or her base salary.
2025 PROXY STATEMENT | 57
EXECUTIVE COMPENSATION
| |
Executive Officer Title
|
| |
Share Ownership Requirements
|
| |||
| |
Chief Executive Officer
|
| | • • • • • | | |
5x salary
|
|
| |
Executive Chairman
|
| | • • • • • | | |
5x salary
|
|
| |
Chief Financial Officer, Chief Operating Officer and General Counsel
|
| |
• • •
|
| |
3x salary
|
|
As of December 31, 2024, each of the NEOs’ individual holdings of Company shares exceed the applicable multiple set forth in the share ownership guidelines with the exception of Mr. Perry, who became an NEO in 2023 and is within the five-year transition window. For additional information on NEO
share ownership, see the table of “Principal Shareholders” on page 80.
Once these requirements have been met, each executive is required to hold shares at this level as long as they remain in the position.
CLAWBACK POLICY
The Company has in place a clawback policy to ensure that executives are not unduly enriched in the event of a financial restatement. If we are required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement under the securities laws, the Company shall recover the excess incentive compensation received by any covered executive during the three-years from the date it is determined an accounting restatement is required. The clawback policy also provides that the Compensation Committee may specify that a grantee’s rights, payments and benefits under any equity award will be subject to cancellation, reduction, forfeiture or recoupment under certain circumstances, including but not limited to termination of employment for cause, termination of the grantee’s provision of services to the Company or
violation of material Company policies (limited to a two-year look-back period).
In addition, in the case of any accounting restatement, the Compensation Committee is required to:
•
review all incentive compensation paid or awarded to covered executives during the recoupment period; and
•
if any incentive compensation would have been lower based on the restatement, to recover the incremental portion of the incentive compensation in excess of what should have been paid based on the restated financials from the covered executive, subject to certain limited exceptions
NO HEDGING IN OR PLEDGING OF COMPANY SHARES
•
trading in call or put options involving our securities and other derivative securities
•
engaging in short sales of our securities
•
holding our securities in a margin account
•
pledging our securities to secure margins or other loans
TAX LIMITS ON EXECUTIVE COMPENSATION
Under Section 162(m) of the Internal Revenue Code, we may not receive a federal income tax deduction for compensation paid to our Chief Executive Officer, our Chief Financial Officer, our three other most highly compensated executive officers and certain former executive officers to the extent any of such persons receives more than $1 million in compensation from us in any one calendar year. To maintain flexibility in compensating officers in a manner designed to promote varying corporate goals, our Compensation Committee
has not adopted a policy that all compensation must be deductible on our federal income tax returns. Instead, although our Compensation Committee will be mindful of the limits imposed by Section 162(m), even if it is determined that Section 162(m) applies or may apply to certain compensation packages, the Compensation Committee reserves the right to structure compensation packages and awards in a manner that may exceed the limitation on the deduction imposed by Section 162(m).
58 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
| | |
Compensation Committee Report
|
| |||
| | |
The Compensation Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board (and the Board has approved) that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
|
| |||
| | | | | |
Respectfully submitted,
The Compensation Committee of the Board of Trustees
Nathaniel A. Davis, Chairman
Senator Evan Bayh Arthur R. Collins |
|
| | |
The Compensation Committee Report does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act or the Exchange Act that might incorporate our SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.
|
| |||
Compensation Tables and Related Information
The following tables contain certain compensation information for each NEO. Our NEOs for 2024 consisted of the following people:
| |
Robert L. Johnson
|
| |
•
Executive Chairman
|
|
| | Leslie D. Hale | | |
•
President and Chief Executive Officer
|
|
| |
Sean M. Mahoney
|
| |
•
Executive Vice President and Chief Financial Officer
|
|
| |
Thomas Bardenett
|
| |
•
Executive Vice President and Chief Operating Officer
|
|
| | Chad D. Perry | | |
•
Executive Vice President, General Counsel and Corporate Secretary
|
|
2025 PROXY STATEMENT | 59
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth a summary of all compensation earned, awarded or paid to our NEOs in the fiscal years ended December 31, 2024, 2023 and 2022.
| |
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
|
| |
Share
Awards(2) |
| |
Non-Share
Incentive Plan Compensation(3) |
| |
All Other
Compensation(4) |
| |
Total
|
| ||||||||||||||||||
| |
Robert L. Johnson
Executive Chairman |
| | | | 2024 | | | | | $ | 515,000 | | | | | $ | 1,639,608 | | | | | $ | 645,800 | | | | | $ | — | | | | | $ | 2,800,408 | | |
| | | | 2023 | | | | | $ | 500,000 | | | | | $ | 1,619,527 | | | | | $ | 760,800 | | | | | $ | — | | | | | $ | 2,880,327 | | | |||
| | | | 2022 | | | | | $ | 500,000 | | | | | $ | 1,587,809 | | | | | $ | 746,000 | | | | | $ | — | | | | | $ | 2,833,809 | | | |||
| |
Leslie D. Hale
President and Chief Executive Officer |
| | | | 2024 | | | | | $ | 882,000 | | | | | $ | 6,889,568 | | | | | $ | 1,536,100 | | | | | $ | 51,179 | | | | | $ | 9,358,847 | | |
| | | | 2023 | | | | | $ | 840,000 | | | | | $ | 6,510,572 | | | | | $ | 1,727,000 | | | | | $ | 51,329 | | | | | $ | 9,128,901 | | | |||
| | | | 2022 | | | | | $ | 840,000 | | | | | $ | 5,801,716 | | | | | $ | 1,664,000 | | | | | $ | 48,654 | | | | | $ | 8,354,370 | | | |||
| |
Sean M. Mahoney
Executive Vice President and Chief Financial Officer |
| | | | 2024 | | | | | $ | 550,000 | | | | | $ | 1,765,709 | | | | | $ | 551,400 | | | | | $ | 51,179 | | | | | $ | 2,918,288 | | |
| | | | 2023 | | | | | $ | 550,000 | | | | | $ | 1,744,106 | | | | | $ | 640,000 | | | | | $ | 51,329 | | | | | $ | 2,985,435 | | | |||
| | | | 2022 | | | | | $ | 540,750 | | | | | $ | 1,587,809 | | | | | $ | 608,000 | | | | | $ | 48,654 | | | | | $ | 2,785,213 | | | |||
| |
Thomas Bardenett
Executive Vice President and Chief Operating Officer |
| | | | 2024 | | | | | $ | 565,000 | | | | | $ | 1,765,709 | | | | | $ | 535,000 | | | | | $ | 45,197 | | | | | $ | 2,910,906 | | |
| | | | 2023 | | | | | $ | 550,000 | | | | | $ | 1,420,368 | | | | | $ | 640,000 | | | | | $ | 45,485 | | | | | $ | 2,655,854 | | | |||
| | | | 2022 | | | | | $ | 550,000 | | | | | $ | 1,321,396 | | | | | $ | 600,000 | | | | | $ | 43,108 | | | | | $ | 2,514,504 | | | |||
| |
Chad D. Perry
Executive Vice President, General Counsel and Corporate Secretary |
| | | | 2024 | | | | | $ | 465,000 | | | | | $ | 1,031,909 | | | | | $ | 445,000 | | | | | $ | 51,179 | | | | | $ | 1,993,088 | | |
| | | | 2023 | | | | | $ | 320,730 | | | | | $ | 1,284,400 | | | | | $ | 362,000 | | | | | $ | 29,426 | | | | | $ | 1,996,556 | | | |||
(1)
For 2024: Increases in annual base salary for each NEO are effective on March 1 of each year, provided such increases are approved by the Compensation Committee. As of March 1, 2024, each of Mr. Johnson, Ms. Hale and Mr. Bardenett received a base salary increase. Messrs. Mahoney and Perry did not receive a base salary increase in 2024 as Mr. Mahoney received an increase effective March 2023 and Mr. Perry joined the Company in April 2023. As of March 1, 2024, the base salaries for each of Mr. Johnson, Ms. Hale, Mr. Mahoney, Mr. Bardenett, and Mr. Perry were as follows:
| | | | | | | | | | | | | | |
| Mr. Johnson: $515,000 | | | Ms. Hale: $882,000 | | | Mr. Mahoney: $550,000 | | | Mr. Bardenett: $565,000 | | | Mr. Perry: $465,000 | |
(2)
For 2024: Represents the aggregate grant date fair value of the (i) annual grant of restricted shares approved by the Compensation Committee on February 16, 2024 and (ii) performance units granted on February 16, 2024, calculated in accordance with FASB ASC Topic 718. The restricted shares granted as annual equity awards vest ratably on each of the first three annual anniversaries of the date of grant. The performance units may be settled in common shares if the Company achieves certain performance over a three-year period. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—Equity Awards—Multi-Year Performance Equity Awards—2024 Multi-Year Equity Awards”.
The grant date fair values of the performance units, based upon the probable outcome of the performance units as of the grant date, are as follows:
| | | | | | | | | | | | | | |
| Mr. Johnson: $924,609 | | | Ms. Hale: $3,885,172 | | | Mr. Mahoney: $995,720 | | | Mr. Bardenett: $995,720 | | | Mr. Perry: $581,915 | |
Assuming the highest performance conditions are met with respect to the performance units, the value of the performance units, based on a closing price of $11.70 per common share on February 16, 2024 would be as follows:
| | | | | | | | | | | | | | |
| Mr. Johnson: $1,430,000 | | | Ms. Hale: $6,008,800 | | | Mr. Mahoney: $1,540,000 | | | Mr. Bardenett: $1,540,000 | | | Mr. Perry: $900,000 | |
(3)
Represents the annual cash performance bonus for each NEO for the relevant year.
60 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
(4)
The amounts shown in the “All Other Compensation” column reflect the following:
| |
Name
|
| |
Fiscal Year
Ended December 31 |
| |
Health and
Dental Care Premiums |
| |
Long-Term, Short-Term
Disability and Life Insurance Benefits |
| |
Parking
Benefits |
| |
Health
Club Premiums |
| |
401(k)
Plan Match |
| ||||||||||||||||||
| |
Robert L. Johnson
|
| | | | 2024 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | | 2023 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| | | | 2022 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | |||
| |
Leslie D. Hale
|
| | | | 2024 | | | | | $ | 31,544 | | | | | $ | 1,635 | | | | | $ | 4,200 | | | | | $ | — | | | | | $ | 13,800 | | |
| | | | 2023 | | | | | $ | 32,555 | | | | | $ | 1,614 | | | | | $ | 3,960 | | | | | $ | — | | | | | $ | 13,200 | | | |||
| | | | 2022 | | | | | $ | 30,880 | | | | | $ | 1,614 | | | | | $ | 3,960 | | | | | $ | — | | | | | $ | 12,200 | | | |||
| |
Sean M. Mahoney
|
| | | | 2024 | | | | | $ | 31,544 | | | | | $ | 1,635 | | | | | $ | 4,200 | | | | | $ | — | | | | | $ | 13,800 | | |
| | | | 2023 | | | | | $ | 32,555 | | | | | $ | 1,614 | | | | | $ | 3,960 | | | | | $ | — | | | | | $ | 13,200 | | | |||
| | | | 2022 | | | | | $ | 30,880 | | | | | $ | 1,614 | | | | | $ | 3,960 | | | | | $ | — | | | | | $ | 12,200 | | | |||
| |
Thomas Bardenett
|
| | | | 2024 | | | | | $ | 25,561 | | | | | $ | 1,635 | | | | | $ | 4,200 | | | | | $ | — | | | | | $ | 13,800 | | |
| | | | 2023 | | | | | $ | 26,711 | | | | | $ | 1,614 | | | | | $ | 3,960 | | | | | $ | — | | | | | $ | 13,200 | | | |||
| | | | 2022 | | | | | $ | 25,334 | | | | | $ | 1,614 | | | | | $ | 3,960 | | | | | $ | — | | | | | $ | 12,200 | | | |||
| |
Chad D. Perry
|
| | | | 2024 | | | | | $ | 31,544 | | | | | $ | 1,635 | | | | | $ | 4,200 | | | | | $ | — | | | | | $ | 13,800 | | |
| | | | 2023 | | | | | $ | 21,835 | | | | | $ | 1,076 | | | | | $ | 2,640 | | | | | $ | — | | | | | $ | 3,875 | | | |||
2025 PROXY STATEMENT | 61
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards
The following table sets forth information concerning the grants of plan-based awards made to each NEO for the fiscal year ended December 31, 2024.
| |
Name and Position
|
| |
Grant
Date |
| |
Estimated Future Payouts under Non-Share
Incentive Plan Awards(1) |
| |
Estimated Future Payouts under
Equity Incentive Plan Awards(2) |
| |
All Other
Share Awards: Number of Shares or Share Units(3) |
| |
Grant
Date Fair Value of Shares |
| |||||||||||||||||||||||||||||||||||||||||||||
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Outperform
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||||||||||||||||||||||||||||||||||||||
| |
Robert L. Johnson
Executive Chairman |
| | | | 2/16/24 | | | | | $ | 386,250 | | | | | $ | 643,750 | | | | | $ | 901,250 | | | | | $ | 1,158,750 | | | | | | | | | | | | | | | | | | | | | | | | 61,111 | | | | | $ | 714,999(4) | | |
| | | | 2/16/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,556 | | | | | | 61,111 | | | | | | 122,222 | | | | | | | | | | | $ | 924,609(5) | | | |||
| |
Leslie D. Hale
President and Chief Executive Officer |
| | | | 2/16/24 | | | | | $ | 926,100 | | | | | $ | 1,543,500 | | | | | $ | 2,160,900 | | | | | $ | 2,778,300 | | | | | | | | | | | | | | | | | | | | | | | | 256,786 | | | | | $ | 3,004,396(4) | | |
| | | | 2/16/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 128,393 | | | | | | 256,786 | | | | | | 513,572 | | | | | | | | | | | $ | 3,885,172(5) | | | |||
| |
Sean M. Mahoney
Executive Vice President and Chief Financial Officer |
| | | | 2/16/24 | | | | | $ | 330,000 | | | | | $ | 550,000 | | | | | $ | 770,000 | | | | | $ | 990,000 | | | | | | | | | | | | | | | | | | | | | | | | 65,811 | | | | | $ | 769,989(4) | | |
| | | | 2/16/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,906 | | | | | | 65,811 | | | | | | 131,622 | | | | | | | | | | | $ | 995,720(5) | | | |||
| |
Thomas Bardenett
Executive Vice President and Chief Operating Officer |
| | | | 2/16/24 | | | | | $ | 339,000 | | | | | $ | 565,000 | | | | | $ | 791,000 | | | | | $ | 1,017,000 | | | | | | | | | | | | | | | | | | | | | | | | 65,811 | | | | | $ | 769,989(4) | | |
| | | | 2/16/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,906 | | | | | | 65,811 | | | | | | 131,622 | | | | | | | | | | | $ | 995,720(5) | | | |||
| |
Chad D. Perry
Executive Vice President and General Counsel |
| | | | 2/16/24 | | | | | $ | 279,000 | | | | | $ | 465,000 | | | | | $ | 651,000 | | | | | $ | 837,000 | | | | | | | | | | | | | | | | | | | | | | | | 38,461 | | | | | $ | 449,994(4) | | |
| | | | 2/16/24 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,231 | | | | | | 38,461 | | | | | | 76,922 | | | | | | | | | | | $ | 581,915(5) | | | |||
(1)
These columns show the range of potential payouts for 2024 performance under our annual incentive cash bonus awards for our NEOs as described in the section titled “Annual Cash Bonus” in the Compensation Discussion and Analysis (based on their December 31, 2024 base salary). The annual incentive cash bonus awards were granted on February 16, 2024, the date the awards were approved.
(2)
These columns show the range of potential payouts for performance units granted to our NEOs under the 2021 Equity Incentive Plan. Performance units may be settled in common shares if the Company achieves certain performance over a three-year performance period. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—Equity Awards—2024 Multi-Year Performance Equity Awards.”
(3)
The annual equity awards for 2023 performance, in the form of restricted shares granted under the 2021 Equity Incentive Plan, vest ratably on each of the first three anniversaries of February 16, 2024, the grant date.
(4)
Amounts represent the aggregate grant date fair value of restricted shares granted to our NEOs during 2024, calculated in accordance with FASB ASC Topic 718.
(5)
Amounts represent the performance units granted to our NEOs on February 16, 2024, based upon the probable outcome of the performance conditions as of the grant date, calculated in accordance with FASB ASC Topic 718. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—Equity Awards—2024 Multi-Year Performance Equity Awards.”
62 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-End December 31, 2024
The following table sets forth the outstanding equity awards for each NEO as of December 31, 2024.
| |
Name and Position
|
| |
Number of
Shares That Have Not Vested |
| |
Market
Value of Shares That Have Not Vested(2) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) |
| ||||||||||||
| |
Robert L. Johnson
Executive Chairman |
| | | | 113,598(1) | | | | | $ | 1,159,836 | | | | | | 130,630 | | | | | $ | 1,333,732 | | |
| |
Leslie D. Hale
President and Chief Executive Officer |
| | | | 462,571(1) | | | | | $ | 4,722,850 | | | | | | 515,063 | | | | | $ | 5,258,793 | | |
| |
Sean M. Mahoney
Executive Vice President and Chief Financial Officer |
| | | | 121,241(1) | | | | | $ | 1,237,871 | | | | | | 137,393 | | | | | $ | 1,402,783 | | |
| |
Thomas Bardenett
Executive Vice President and Chief Operating Officer |
| | | | 114,260(1) | | | | | $ | 1,166,595 | | | | | | 114,299 | | | | | $ | 1,166,993 | | |
| |
Chad D. Perry
Executive Vice President, General Counsel and Corporate Secretary |
| | | | 103,461(4) | | | | | $ | 1,056,337 | | | | | | 19,231 | | | | | $ | 196,349 | | |
(1)
Represents awards of restricted shares that were granted on February 17, 2022, February 17, 2023, and February 16, 2024, which vest ratably on each of the first three anniversaries of the grant date.
(2)
Value based on $10.21 per share, which was the closing price of our common shares on the NYSE on December 31, 2024.
(3)
Represents the target number of performance units related to the performance units granted in 2022 and 2023 and the threshold number of performance units related to the performance units granted in 2024 that may be settled in common shares, as applicable, assuming the Company achieves certain performance metrics over a three-year performance period. The performance units awarded in 2022 vest over a three-year performance period, with the three-year period ending on February 17, 2025. The performance units awarded in 2023 vest over a three-year performance period, with the three-year period ending on February 17, 2026. The performance units awarded in 2024 vest over a three-year performance period, with the three-year period ending on February 16, 2027. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—2024 Multi-Year Performance Equity Awards”.
(4)
Represents award of restricted shares that was granted on February 16, 2024 and vest ratably on each of the first three anniversaries of the grant date. In addition, includes an award of restricted shares granted on April 27, 2023, which vests ratably on each of the first two anniversaries of the grant date.
2025 PROXY STATEMENT | 63
EXECUTIVE COMPENSATION
Vested Share Awards in 2024
The following table sets forth the number and value of restricted common shares that vested during 2024 for each of our NEOs.
| |
Name and Position
|
| |
Number of
Common Shares Acquired on Vesting(1) |
| |
Value
Realized on Vesting(2) |
| ||||||
| |
Robert L. Johnson
Executive Chairman |
| | | | 103,108 | | | | | $ | 1,186,764 | | |
| |
Leslie D. Hale
President and Chief Executive Officer |
| | | | 691,426 | | | | | $ | 7,718,915 | | |
| |
Sean M. Mahoney
Executive Vice President and Chief Financial Officer |
| | | | 189,403 | | | | | $ | 2,114,135 | | |
| |
Thomas Bardenett
Executive Vice President and Chief Operating Officer |
| | | | 119,737 | | | | | $ | 1,340,876 | | |
| |
Chad D. Perry
Executive Vice President, General Counsel and Corporate Secretary |
| | | | 65,000 | | | | | $ | 722,150 | | |
(1)
Represents the vested portion of restricted shares that were awarded to Mr. Johnson, Ms. Hale, Mr. Mahoney and Mr. Bardenett (i) on February 28, 2020, which vest ratably on each of the first four anniversaries of the date of grant; and (ii) on May 4, 2021, February 17, 2022 and February 17, 2023, which vest ratably on the first three anniversaries of the grant date. This also includes the vesting of the retention award approved by the Compensation Committee on January 27, 2021, and awarded on May 4, 2021, which vested in the amounts of 10%, 25% and 65% on the first, second and third anniversaries of the grant date, respectively. Also includes (i) the vesting of the performance units awarded under the 2021 Multi-Year Performance Equity Plan and (ii) the second vesting of performance units awarded under the 2020 Multi-Year Performance Equity Plan, which vested on the first anniversary of the end of the performance period. Mr. Perry’s amount represents the vested portion of restricted shares granted on April 27, 2023, which vest ratably on each of the first two anniversaries of the grant date.
(2)
Represents the value of vested shares calculated by multiplying the number of vested shares by the prior day’s closing price of our common shares on the NYSE on the vesting date or, if the vesting date occurred on a day on which the NYSE was closed for trading for restricted shares granted under the 2015 Equity Incentive Plan in 2020 that vested in 2024, the next trading day and for restricted shares granted in 2021 under the 2021 Plan, the immediately preceding trading day.
Employment Agreements with our Named Executive Officers
ROBERT L. JOHNSON
Effective November 1, 2024, we entered into an amended and restated employment agreement with Robert L. Johnson, our Executive Chairman. The amended and restated employment agreement entered into with Mr. Johnson superseded the employment agreement previously entered into between the parties effective November 1, 2021. The amended and restated employment agreement has a three-year term, expiring on November 1, 2027. If the parties fail to enter into a new agreement on or before the end of the term, Mr. Johnson’s employment terminates at the end of the term.
The amended and restated employment agreement with Mr. Johnson provides for a base salary of $500,000
(which may be increased by the Compensation Committee), a target bonus of 125% of base salary (with the actual bonus to be determined by the Compensation Committee), and eligibility for grants of equity.
Mr. Johnson continues to be eligible for the same benefits and is generally subject to the same material terms and conditions set forth in his prior employment agreement, as described below under “—Potential Payments upon Termination or Change in Control.”
Mr. Johnson’s amended and restated employment agreement contains customary non-competition and non-solicitation covenants that apply during the term and for 24 months after the term.
64 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
LESLIE D. HALE
On March 29, 2023, we entered into an employment agreement (the “Hale Agreement”) with Leslie D. Hale, our President and Chief Executive Officer.
The Hale Agreement superseded the amended and restated employment agreement previously entered into between the parties effective February 14, 2020. The Hale Agreement has a four-year term expiring March 29, 2027, with an automatic extension term of one additional year unless either we or Ms. Hale give 60 days’ prior notice that the term will not be extended. The Hale Agreement is effectively a continuation of the prior agreement and contains terms and conditions substantially similar to the prior agreement. Pursuant to the Hale Agreement, Ms. Hale will continue in her role as the Company’s President and Chief Executive Officer.
The Hale Agreement provides for a base salary of $840,000 (which may be increased by the Compensation Committee), a target bonus of 175% and eligibility for grants of equity.
Ms. Hale continues to be eligible for the same benefits and is generally subject to the same material terms and conditions set forth in her prior employment agreement, except as described below under “—Potential Payments upon Termination or Change in Control.”
The Hale Agreement contains customary non-competition and non-solicitation covenants that apply during the term and for 24 months after the term.
SEAN M. MAHONEY
On November 1, 2024, we entered into an amended and restated employment agreement with Sean M. Mahoney, our Executive Vice President and Chief Financial Officer. The amended and restated employment agreement superseded the employment agreement previously entered into between the parties effective November 1, 2021. The employment agreement has an initial term ending May 15, 2025, with up to two additional automatic extensions term of one additional year unless either we or Mr. Mahoney give prior notice that the term will not be extended.
The employment agreement with Mr. Mahoney provides for a base salary of $550,000 (which may be increased
by the Compensation Committee), a target bonus of 100% of base salary (with the actual bonus to be determined by the Compensation Committee), and eligibility for grants of equity.
Mr. Mahoney is eligible for certain severance payments and/or benefits upon his termination of employment. See “— Potential Payments upon Termination or Change in Control” for more information.
Mr. Mahoney’s employment agreement contains customary non-competition and non-solicitation covenants that apply during the term and for 12 months after the term.
THOMAS BARDENETT
On December 20, 2024, we entered into an amended and restated employment agreement with Thomas Bardenett, our Executive Vice President and Chief Operating Officer. The amended and restated employment agreement superseded the employment agreement previously entered into between the parties effective February 1, 2022. The employment agreement has an initial term expiring on February 1, 2028, with an automatic extension term of one additional year unless either we or Mr. Bardenett give 60 days’ prior notice that the term will not be extended.
The employment agreement with Mr. Bardenett provides for a base salary of $565,000 (which may be increased
by the Compensation Committee), a target bonus of 100% of base salary (with the actual bonus to be determined by the Compensation Committee), and eligibility for grants of equity.
Mr. Bardenett is eligible for certain severance payments and/or benefits upon his termination of employment. See “—Potential Payments upon Termination or Change in Control” for more information.
Mr. Bardenett’s employment agreement contains customary non-competition and non-solicitation covenants that apply during the term and for 12 months after the term.
CHAD D. PERRY
On April 27, 2023, we entered into an employment agreement with Chad Perry, our Executive Vice President and General Counsel. The employment agreement has a three-year term expiring on April 27, 2026, with an automatic extension term of one additional year unless either we or Mr. Perry give 180 days’ prior notice that the term will not be extended.
The employment agreement with Mr. Perry provides for a base salary of $465,000 (which may be increased by the Compensation Committee), a target bonus of 100% of base salary (with the actual bonus to be
determined by the Compensation Committee), a sign-on award of restricted common shares (made in connection with hiring) and eligibility for grants of equity.
Mr. Perry is eligible for certain severance payments and/or benefits upon his termination of employment. See “—Potential Payments upon Termination or Change in Control” for more information.
Mr. Perry’s employment agreement contains customary non-competition and non-solicitation covenants that apply during the term and for 12 months after the term.
2025 PROXY STATEMENT | 65
EXECUTIVE COMPENSATION
Potential Payments upon Termination or Change in Control
VARIOUS TERMINATION EVENTS
The following discussion summarizes the amounts we may be required to pay our NEOs in connection with the following termination events: (i) death or disability of the NEO; (ii) termination by us without “cause” or by the executive for “good reason” (including a termination at or after a “change in control” of the Company, with such term as defined in our 2021 Equity Incentive Plan); and (iii) the retirement of the NEO. The potential payments to our NEOs will vary depending on which one of these termination events occurs.
Regardless of the reason for any termination of employment, each executive officer is entitled to receive the following benefits upon termination: (1) payment of any unpaid portion of such NEO’s base salary through the effective date of termination; (2) reimbursement for any outstanding reasonable business expense; (3) continued insurance benefits to the extent required by law; and (4) payment of any vested but unpaid rights as may be required independent of the employment agreement.
TERMINATION BY US FOR “CAUSE” OR BY THE NAMED EXECUTIVE OFFICER WITHOUT “GOOD REASON”
If we terminate any NEO’s employment agreement for “cause” or the NEO terminates his or her employment agreement without “good reason,” the executive will only receive the benefits to be provided regardless of the reason for the termination of employment.
Termination by us without “Cause” or by the named executive officer for “Good Reason”
ROBERT L. JOHNSON AND LESLIE D. HALE
If we terminate Mr. Johnson or Ms. Hale without “cause” or either NEO terminates his or her employment for “good reason” during the initial term of their employment agreement, the executive will have the right to receive, in addition to the benefits to be provided regardless of the reason for the termination of employment, a severance payment that will consist of: (i) a pro-rata bonus for the year of termination based on the portion of the year that has elapsed and the satisfaction of the performance criteria for such bonus (except in the case of a termination at or after a change in control (as defined in the 2021 Equity Incentive Plan) when satisfaction of the performance criteria is not required); (ii) continued payment by us of the NEO’s base salary, as in effect as of the NEO’s last day of employment, for a period of 36 months; (iii) continued payment for life and health insurance coverage for 24 months to the same extent we paid for such coverage immediately prior to termination; (iv) three times the NEO’s target annual cash bonus
for the year of termination; (v) vesting in any unvested portion of the retention award; and (vi) vesting as of the last day of employment in any unvested portion of any equity awards previously issued to the executive (except in the case of performance-based equity awards, accelerated vesting may be conditioned on the satisfaction of the performance criteria for such awards where the termination is not at or after a change in control). With respect to the employment agreement with Mr. Johnson, if such termination occurs after the second anniversary of the commencement date, the NEO will be entitled to the amounts set forth in the preceding sentence, except that continued base salary will be for a period of 24 months, and the NEO will receive two, rather than three, times the NEO’s target annual bonus. With respect to the employment agreement with Ms. Hale, if the termination without cause is due to non-renewal by us of the initial term of the employment agreement for an additional one-year period, then Ms. Hale will be entitled to the payments above, except that continued payment of her base salary will be for a period of 24 months, and she will be entitled to two times her target annual cash bonus for the year of termination. The foregoing benefits are conditioned upon the executive’s execution of a general release of claims.
SEAN M. MAHONEY, THOMAS BARDENETT AND CHAD D. PERRY
If we terminate Mr. Mahoney, Mr. Bardenett or Mr. Perry without “cause” or Mr. Mahoney, Mr. Bardenett or Mr. Perry terminates his employment for “good reason” during initial term of his employment agreement, each executive will have the right to receive, in addition to the benefits to be provided regardless of the reason for the termination of employment, a severance payment that will consist of: (i) a pro-rata bonus for the year of termination based on the portion of the year that has elapsed and the satisfaction of the performance criteria for such bonus (except in the case of a termination at or after a change in control (as defined in the 2021 Equity Incentive Plan) when satisfaction of the performance criteria is not required); (ii) continued payment by us of his base salary, as in effect as of his last day of employment, for a period of 12 months; (iii) continued payment for life and health insurance coverage for 12 months to the same extent we paid for such coverage immediately prior to termination; (iv) one times his target annual cash bonus for the year of termination; and (v) vesting as of the last day of employment in any unvested portion of any equity awards previously issued to the executive (except in the case of performance-based equity awards, accelerated vesting may be conditioned on the satisfaction of the performance criteria for such awards where the termination is not at or after a change in control). The foregoing benefits are conditioned upon the executive’s execution of a general release of claims.
66 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
DEFINITIONS OF “CAUSE” AND “GOOD REASON”
For purposes of the employment agreements, the term “cause” means any of the following, subject to any applicable cure provisions: (a) the conviction of the executive of any felony; (b) gross negligence or willful misconduct in connection with the performance of the executive’s duties; (c) conviction of any other criminal offense involving an act of dishonesty intended to result in substantial personal enrichment of the executive at our expense; or (d) the material breach by the executive of any term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements with us. The term “good reason” under the employment agreements means any of the following, subject to any applicable cure provisions, without the executive’s consent: (a) the assignment to the executive of substantial duties or responsibilities inconsistent with the executive’s position with us, or any other action by us that results in a substantial diminution of the executive’s duties or responsibilities; (b) a requirement that the executive work principally from a location that is 30 miles further from the executive’s residence than our address on the effective date of the executive’s employment agreement; (c) a material reduction in the executive’s aggregate base salary and other compensation (including the target bonus amount and retirement plan, welfare plans and fringe benefits) taken as a whole, excluding any reductions caused by the failure to achieve performance targets and excluding
any reductions on account of the provisions of the employment agreement; or (d) any material breach by us of the employment agreement.
DEATH OR DISABILITY
If the NEO’s employment terminates due to death or disability, in addition to the benefits to be provided regardless of the reason for the termination of employment, the executive, or in the case of death, the executive’s estate is entitled to receive (i) payment of the pro rata share of any performance bonus to which such executive would have been entitled for the year of death or disability regardless of whether the performance criteria has been satisfied, (ii) vesting of all unvested equity awards and (iii) vesting of any unvested portion of the retention award. The amended and restated employment agreements added the provision regarding accelerated vesting of the retention awards in the event of termination due to death or disability.
RETIREMENT
In addition to the benefits to be provided regardless of the reason for the termination of employment, if the NEO’s employment terminates due to retirement, the executive is entitled to receive payment of any pro rata share of any performance bonus to which such executive would have been entitled for the year of retirement to the extent the performance goals have been achieved and vesting of all unvested equity awards.
2025 PROXY STATEMENT | 67
EXECUTIVE COMPENSATION
QUANTIFICATION OF BENEFITS UNDER THE TERMINATION EVENTS
The tables below set forth the amount we would be required to pay each of the NEOs under the termination events described above.
Robert L. Johnson
| |
Executive Benefits and
Payments upon Separation |
| |
Without
Cause or For Good Reason Termination on 12/31/2024 |
| |
Without
Cause or For Good Reason Termination upon a Change in Control on 12/31/2024 |
| |
For Cause or
Without Good Reason Termination on 12/31/2024(1) |
| |
Death or
Disability on 12/31/2024 |
| |
Retirement
on 12/31/2024 |
| |
Change in
Control Only (No Termination of Employment) on 12/31/2024 |
| ||||||||||||||||||
| | Bonus Earned in 2024(2) | | | | $ | 645,800 | | | | | $ | 643,750 | | | | | $ | — | | | | | $ | 645,800 | | | | | $ | 645,800 | | | | | $ | — | | |
| |
Accelerated Vesting of Non-Vested Time-Based Equity Awards(3)
|
| | | | 1,159,836 | | | | | | 1,159,836 | | | | | | — | | | | | | 1,159,836 | | | | | | 1,159,836 | | | | | | 1,159,836 | | |
| |
Accelerated Vesting of Non-Vested Performance-Based Equity Awards(4)
|
| | | | 510,659 | | | | | | 1,645,719 | | | | | | — | | | | | | 510,659 | | | | | | 510,659 | | | | | | 1,645,719 | | |
| |
Medical and Insurance Benefits
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Cash Severance(5) | | | | | 3,476,250 | | | | | | 3,476,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Total
|
| | | $ | 5,792,545 | | | | | $ | 6,925,555 | | | | | $ | — | | | | | $ | 2,316,295 | | | | | $ | 2,316,295 | | | | | $ | 2,805,555 | | |
(1)
Upon termination for the indicated reasons, Mr. Johnson would receive (i) payment of any unpaid portion of his base salary through the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense; (iii) continued insurance benefits to the extent required by law; and (iv) payment of any vested but unpaid rights as may be required independent of the employment agreement.
(2)
Upon termination for the indicated reasons, Mr. Johnson would receive the pro rata share of any performance bonus earned for the year of termination (and in the case of death or disability, regardless of whether the performance criteria have been satisfied) or, for a termination in connection with a change in control, the pro rata share of his target bonus for the year of termination.
(3)
Amount calculated as the number of common shares that have not vested (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2024 table) multiplied by the closing price of our common shares of $10.21 on December 31, 2024.
(4)
For outstanding performance units granted under the 2015 Equity Incentive Plan or the 2021 Equity Incentive Plan on or after 2021: (i) upon termination (A) without cause or for good reason, (B) on account of death or disability, (C) 18 months or more after the grant date, as a result of notice from the Company not to extend the term of his employment agreement, or (D) 18 months or more after the grant date, as a result of retirement, in each case, a pro-rated number of the performance units are eligible to vest, based on actual achievement of the performance measures through the performance period, or (ii) upon the consummation of a change in control prior to the end of the performance period, (A) if less than half of the performance period has been completed, performance units will vest as of the date of the change in control at target level, and (B) if at least half of the performance period has been completed, performance units will vest as of the date of the change in control at the greater of target level or the level determined based on actual performance.
(5)
Assumes that 30 days prior notice for termination without cause was provided.
68 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
Leslie D. Hale
| |
Executive Benefits and
Payments upon Separation |
| |
Without
Cause or For Good Reason Termination on 12/31/2024 |
| |
Without
Cause or For Good Reason Termination upon a Change in Control on 12/31/2024 |
| |
For Cause or
Without Good Reason Termination on 12/31/2024(1) |
| |
Death or
Disability on 12/31/2024 |
| |
Retirement
on 12/31/2024 |
| |
Change in
Control Only (No Termination of Employment) on 12/31/2024 |
| ||||||||||||||||||
| | Bonus Earned in 2024(2) | | | | $ | 1,536,100 | | | | | $ | 1,536,100 | | | | | $ | — | | | | | $ | 1,536,100 | | | | | $ | 1,536,100 | | | | | $ | — | | |
| |
Accelerated Vesting of Non-Vested Time-Based Equity Awards(3)
|
| | | | 4,722,850 | | | | | | 4,722,850 | | | | | | — | | | | | | 4,722,850 | | | | | | 4,722,850 | | | | | | 4,722,850 | | |
| |
Accelerated Vesting of Non-Vested Performance-Based Equity Awards(4)
|
| | | | 1,945,803 | | | | | | 6,569,686 | | | | | | — | | | | | | 1,945,803 | | | | | | 1,945,803 | | | | | | 6,569,686 | | |
| |
Medical and Insurance Benefits
|
| | | | 66,359 | | | | | | 66,359 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Cash Severance(5) | | | | | 7,276,500 | | | | | | 7,276,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Total
|
| | | $ | 15,547,612 | | | | | $ | 20,171,495 | | | | | $ | — | | | | | $ | 8,204,753 | | | | | $ | 8,204,753 | | | | | $ | 11,292,536 | | |
(1)
Upon termination for the indicated reasons, Ms. Hale would receive (i) payment of any unpaid portion of her base salary through the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense; (iii) continued insurance benefits to the extent required by law; and (iv) payment of any vested but unpaid rights as may be required independent of the employment agreement.
(2)
Upon termination for the indicated reasons, Ms. Hale would receive the pro rata share of any performance bonus earned for the year of termination (and in the case of death, disability or termination in connection with a change in control, regardless of whether the performance criteria have been satisfied).
(3)
Amount calculated as the number of common shares that have not vested (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2024 table) multiplied by the closing price of our common shares of $10.21 on December 31, 2024.
(4)
For outstanding performance units granted under the 2015 Equity Incentive Plan or the 2021 Equity Incentive Plan on or after 2021: (i) upon termination (A) without cause or for good reason, (B) on account of death or disability, (C) 18 months or more after the grant date, as a result of notice from the Company not to extend the term of her employment agreement, or (D) 18 months or more after the grant date, as a result of retirement, in each case, a pro-rated number of the performance units are eligible to vest, based on actual achievement of the performance measures through the performance period, or (ii) upon the consummation of a change in control prior to the end of the performance period, (A) if less than half of the performance period has been completed, performance units will vest as of the date of the change in control at target level, and (B) if at least half of the performance period has been completed, performance units will vest as of the date of the change in control at the greater of target level or the level determined based on actual performance.
(5)
Assumes that 30 days prior notice for termination without cause was provided.
2025 PROXY STATEMENT | 69
EXECUTIVE COMPENSATION
Sean M. Mahoney
| |
Executive Benefits and
Payments upon Separation |
| |
Without
Cause or For Good Reason Termination on 12/31/2024 |
| |
Without
Cause or For Good Reason Termination upon a Change in Control on 12/31/2024 |
| |
For Cause or
Without Good Reason Termination on 12/31/2024(1) |
| |
Death or
Disability on 12/31/2024 |
| |
Retirement
on 12/31/2024 |
| |
Change in
Control Only (No Termination of Employment) on 12/31/2024 |
| ||||||||||||||||||
| | Bonus Earned in 2024(2) | | | | $ | 551,400 | | | | | $ | 551,400 | | | | | $ | — | | | | | $ | 551,400 | | | | | $ | 551,400 | | | | | $ | — | | |
| |
Accelerated Vesting of Non-Vested Time-Based Equity Awards(3)
|
| | | | 1,237,871 | | | | | | 1,237,871 | | | | | | — | | | | | | 1,237,871 | | | | | | 1,237,871 | | | | | | 1,237,871 | | |
| |
Accelerated Vesting of Non-Vested Performance-Based Equity Awards(4)
|
| | | | 527,452 | | | | | | 1,738,763 | | | | | | — | | | | | | 527,452 | | | | | | 527,452 | | | | | | 1,738,763 | | |
| |
Medical and Insurance Benefits
|
| | | | 33,179 | | | | | | 33,179 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Cash Severance(5) | | | | | 1,100,000 | | | | | | 1,100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Total
|
| | | $ | 3,449,902 | | | | | $ | 4,661,213 | | | | | $ | — | | | | | $ | 2,316,723 | | | | | $ | 2,316,723 | | | | | $ | 2,976,634 | | |
(1)
Upon termination for the indicated reasons, Mr. Mahoney would receive (i) payment of any unpaid portion of his base salary through the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense; (iii) continued insurance benefits to the extent required by law; and (iv) payment of any vested but unpaid rights as may be required independent of the employment agreement.
(2)
Upon termination for the indicated reasons, Mr. Mahoney would receive the pro rata share of any performance bonus earned for the year of termination (and in the case of death, disability or termination in connection with a change in control, regardless of whether the performance criteria have been satisfied).
(3)
Amount calculated as the number of common shares that have not vested (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2024 table) multiplied by the closing price of our common shares of $10.21 on December 31, 2024.
(4)
For outstanding performance units granted under the 2015 Equity Incentive Plan or the 2021 Equity Incentive Plan on or after 2021: (i) upon termination (A) without cause or for good reason, (B) on account of death or disability, (C) 18 months or more after the grant date, as a result of notice from the Company not to extend the term of his employment agreement, or (D) 18 months or more after the grant date, as a result of retirement, in each case, a pro-rated number of the performance units are eligible to vest, based on actual achievement of the performance measures through the performance period, or (ii) upon the consummation of a change in control prior to the end of the performance period, (A) if less than half of the performance period has been completed, performance units will vest as of the date of the change in control at target level, and (B) if at least half of the performance period has been completed, performance units will vest as of the date of the change in control at the greater of target level or the level determined based on actual performance.
(5)
Assumes 30 days prior notice for termination without cause was provided.
70 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
Thomas Bardenett
| |
Executive Benefits and
Payments upon Separation |
| |
Without
Cause or For Good Reason Termination on 12/31/2024 |
| |
Without
Cause or For Good Reason Termination upon a Change in Control on 12/31/2024 |
| |
For Cause or
Without Good Reason Termination on 12/31/2024(1) |
| |
Death or
Disability on 12/31/2024 |
| |
Retirement
on 12/31/2024 |
| |
Change in
Control Only (No Termination of Employment) on 12/31/2024 |
| ||||||||||||||||||
| | Bonus Earned in 2024(2) | | | | $ | 535,000 | | | | | $ | 535,000 | | | | | $ | — | | | | | $ | 535,000 | | | | | $ | 535,000 | | | | | $ | — | | |
| |
Accelerated Vesting of Non-Vested Time-Based Equity Awards(3)
|
| | | | 1,166,595 | | | | | | 1,166,595 | | | | | | — | | | | | | 1,166,595 | | | | | | 1,166,595 | | | | | | 1,166,595 | | |
| |
Accelerated Vesting of Non-Vested Performance-Based Equity Awards(4)
|
| | | | 409,604 | | | | | | 1,502,963 | | | | | | — | | | | | | 409,604 | | | | | | 409,604 | | | | | | 1,502,963 | | |
| |
Medical and Insurance Benefits
|
| | | | 27,197 | | | | | | 27,197 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Cash Severance(5) | | | | | 1,130,000 | | | | | | 1,130,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Total
|
| | | $ | 3,268,396 | | | | | $ | 4,361,755 | | | | | $ | — | | | | | $ | 2,111,199 | | | | | $ | 2,111,199 | | | | | $ | 2,669,558 | | |
(1)
Upon termination for the indicated reasons, Mr. Bardenett would receive (i) payment of any unpaid portion of his base salary through the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense; (iii) continued insurance benefits to the extent required by law; and (iv) payment of any vested but unpaid rights as may be required independent of the employment agreement.
(2)
Upon termination for the indicated reasons, Mr. Bardenett would receive the pro rata share of any performance bonus earned for the year of termination (and in the case of death, disability or termination in connection with a change in control, regardless of whether the performance criteria have been satisfied).
(3)
Amount calculated as the number of common shares that have not vested (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2024 table) multiplied by the closing price of our common shares of $10.21 on December 31, 2024.
(4)
For outstanding performance units granted under the 2015 Equity Incentive Plan or the 2021 Equity Incentive Plan on or after 2021: (i) upon termination (A) without cause or for good reason, (B) on account of death or disability, (C) 18 months or more after the grant date, as a result of notice from the Company not to extend the term of his employment agreement, or (D) 18 months or more after the grant date, as a result of retirement, in each case, a pro-rated number of the performance units are eligible to vest, based on actual achievement of the performance measures through the performance period, or (ii) upon the consummation of a change in control prior to the end of the performance period, (A) if less than half of the performance period has been completed, performance units will vest as of the date of the change in control at target level, and (B) if at least half of the performance period has been completed, performance units will vest as of the date of the change in control at the greater of target level or the level determined based on actual performance.
(5)
Assumes 30 days prior notice for termination without cause was provided.
2025 PROXY STATEMENT | 71
EXECUTIVE COMPENSATION
Chad D. Perry
| |
Executive Benefits and
Payments upon Separation |
| |
Without
Cause or For Good Reason Termination on 12/31/2024 |
| |
Without
Cause or For Good Reason Termination upon a Change in Control on 12/31/2024 |
| |
For Cause or
Without Good Reason Termination on 12/31/2024(1) |
| |
Death or
Disability on 12/31/2024 |
| |
Retirement
on 12/31/2024 |
| |
Change in
Control Only (No Termination of Employment) on 12/31/2024 |
| ||||||||||||||||||
| | Bonus Earned in 2024(2) | | | | $ | 445,000 | | | | | $ | 445,000 | | | | | $ | — | | | | | $ | 445,000 | | | | | $ | 445,000 | | | | | $ | — | | |
| |
Accelerated Vesting of Non-Vested Time-Based Equity Awards(3)
|
| | | | 1,056,337 | | | | | | 1,056,337 | | | | | | — | | | | | | 1,056,337 | | | | | | 1,056,337 | | | | | | 1,056,337 | | |
| |
Accelerated Vesting of Non-Vested Performance-Based Equity Awards(4)
|
| | | | — | | | | | | 392,687 | | | | | | — | | | | | | — | | | | | | — | | | | | | 392,687 | | |
| |
Medical and Insurance Benefits
|
| | | | 33,179 | | | | | | 33,179 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Cash Severance(5) | | | | | 930,000 | | | | | | 930,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Total
|
| | | $ | 2,464,516 | | | | | $ | 2,857,203 | | | | | $ | — | | | | | $ | 1,501,337 | | | | | $ | 1,501,337 | | | | | $ | 1,449,024 | | |
(1)
Upon termination for the indicated reasons, Mr. Perry would receive (i) payment of any unpaid portion of his base salary through the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense; (iii) continued insurance benefits to the extent required by law; and (iv) payment of any vested but unpaid rights as may be required independent of the employment agreement.
(2)
Upon termination for the indicated reasons, Mr. Perry would receive the pro rata share of any performance bonus earned for the year of termination (and in the case of death, disability or termination in connection with a change in control, regardless of whether the performance criteria have been satisfied).
(3)
Amount calculated as the number of common shares that have not vested (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2024 table) multiplied by the closing price of our common shares of $10.21 on December 31, 2024.
(4)
For outstanding performance units granted under the 2015 Equity Incentive Plan or the 2021 Equity Incentive Plan on or after 2021: (i) upon termination (A) without cause or for good reason, (B) on account of death or disability, (C) 18 months or more after the grant date, as a result of notice from the Company not to extend the term of his employment agreement, or (D) 18 months or more after the grant date, as a result of retirement, in each case, a pro-rated number of the performance units are eligible to vest, based on actual achievement of the performance measures through the performance period, or (ii) upon the consummation of a change in control prior to the end of the performance period, (A) if less than half of the performance period has been completed, performance units will vest as of the date of the change in control at target level, and (B) if at least half of the performance period has been completed, performance units will vest as of the date of the change in control at the greater of target level or the level determined based on actual performance.
(5)
Assumes 30 days prior notice for termination without cause was provided.
72 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
Equity Compensation Plan Information
The following table gives information about our common shares that may be issued under our 2021 Equity Incentive Plan as of December 31, 2024.
| |
Plan Category
|
| |
Number of Securities to
Be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
| |
Number of Securities Remaining
Available for Future Issuance Under Equity Compensation Plans (Including Securities Reflected in First Column) |
| |||||||||
| | Equity compensation plans approved by shareholders | | | | | 1,685,195(1) | | | | | | — | | | | | | 2,052,589 | | |
| | Equity compensation plans not approved by shareholders | | | | | — | | | | | | — | | | | | | — | | |
| |
Total
|
| | | | 1,685,195 | | | | | | — | | | | | | 2,052,589 | | |
(1)
This total represents the total number of restricted common shares that may be granted under the 2021 Equity Incentive Plan in connection with the conversion of performance units, assuming target performance is achieved. The number of restricted common shares to be issued may be lower if target performance is not achieved. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—Multi-Year Performance Equity Awards.”
2025 PROXY STATEMENT | 73
EXECUTIVE COMPENSATION
CEO Pay Ratio Disclosure
Presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act.
In identifying our median employee, we calculated the annual total cash compensation of each employee for the 12-month period ended on December 31, 2024. Total cash compensation for these purposes included base salary, bonus, the value of restricted shares that vested during 2024 and dividends on unvested Company restricted shares and was calculated using internal payroll/tax records. We did not apply any cost-of-living adjustments as part of the calculation.
We selected the median employee based on the full-time, part-time, temporary and seasonal workers who were employed as of December 31, 2024. We have no non-US employees.
Our Chief Executive Officer for the 12-month period that ended on December 31, 2024, was Ms. Hale. The 2024 annual compensation as determined under Item 402 of Regulation S-K for Ms. Hale, our Chief Executive Officer was $9,358,847.
The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $203,560. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for fiscal year 2024 is 46.0 to 1.
74 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
Pay Versus Performance Disclosure
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022, 2023 and 2024 calendar years. Note that compensation for our NEOs other than our principal executive officer (“PEO”) is reported as an average.
| | Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for non-PEO NEOs(1) | | | Average Compensation Actually Paid to non-PEO NEOs(2) | | | Value of initial fixed $100 Investment based on: | | | Net Income ($mm) | | | Hotel EBITDA ($mm)(4) | | |||||||||||||||||||||||||||
| | Total Shareholder Return(3) | | | Peer Group Total Shareholder Return(3) | | |||||||||||||||||||||||||||||||||||||||||||||
| | 2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | 2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| | 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||||
| | 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||||||
(1)
For each fiscal year, our PEO and other NEOs included the individuals indicated in the table below:
| | | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | |
| | PEO | | | Ms. Hale | | | Ms. Hale | | | Ms. Hale | | | Ms. Hale | | | | |
| | Other NEO | | | Mr. Johnson | | | Mr. Johnson | | | Mr. Johnson | | | Mr. Johnson | | | Mr. Johnson | |
| | Other NEO | | | Mr. Mahoney | | | Mr. Mahoney | | | Mr. Mahoney | | | Mr. Mahoney | | | Mr. Mahoney | |
| | Other NEO | | | N/A | | | N/A | | | Mr. Bardenett | | | Mr. Bardenett | | | Mr. Bardenett | |
| | Other NEO | | | N/A | | | N/A | | | N/A | | | Mr. Perry | | | Mr. Perry | |
2025 PROXY STATEMENT | 75
EXECUTIVE COMPENSATION
(2)
Compensation actually paid to our PEO and other NEOs represents the “Total” compensation reported in the SCT for the applicable fiscal year, adjusted as follows:
| | | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | |||||||||||||||||||||||||||||||||||||||||||||
| | | | | PEO | | | Avg. Other NEOs | | | PEO | | | Avg. Other NEOs | | | PEO | | | Avg. Other NEOs | | | PEO | | | Avg. Other NEOs | | | PEO | | | Avg. Other NEOs | | ||||||||||||||||||||||||||||||
| | Summary Compensation Table Total(a) | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
| | Deduct equity award value reported in the SCT | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
| | Add year-end fair value (FV) of awards granted during the FY that remain unvested as of FY end | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
| | Change in year-end FV of prior year awards remaining unvested at FY end | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
| | Change in FV from prior FY end of prior-year awards that vested during FY | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||||||
| | Add dividends or other earnings paid during FY prior to vesting date | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
| | Total adjustments | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||||
| | Compensation Actually Paid Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
(a)
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vested restricted shares awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting dates and (ii) for market-based performance share units, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended 2024 and prior fiscal years.
(3)
For the relevant fiscal year, represents the cumulative TSR of the Company and of the Dow Jones U.S. Select Real Estate Hotels Index (the “Peer Group TSR”).
(4)
Comparable Hotel Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is a non-GAAP measure. Hotel EBITDA is defined as net income or loss excluding: (1) interest expense; (2) income tax benefit or expense; (3) depreciation and amortization expense; (4) certain items considered outside the normal course of operations; (5) corporate-level expenses; and (6) certain non-cash items to provide a more complete understanding of the operating results over which individual hotels and operators have direct control. Comparable Hotel EBITDA adjusts Hotel EBITDA to include the operating results for all hotels owned as of the last day of the reporting period, which includes operating results derived from information provided by the sellers of the hotels for periods prior to our ownership and excludes the operating results from sold hotels that were not owned as of December 31, 2024. The Comparable Hotel EBITDA reported in the prior year for the years 2023, 2022, 2021, and 2020 were $401.4 million, $370.0 million, $202.7 million, and $4.4 million, respectively, and were recast as of December 31, 2024 to reflect the adjustments noted above. The following table provides a reconciliation of GAAP net income (loss) to Comparable Hotel EBITDA for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 (in thousands):
76 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
| | | | | For the year ended December 31, | | |||||||||||||||||||||||||||
| | | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | |||||||||||||||
| | Net income (loss) | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | |||
| | Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Interest expense, net | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Income tax expense | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Adjustments related to unconsolidated joint ventures(a) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | EBITDA | | | | | | | | | | | | | | | | | | | | ( | | | | | | ( | | | |||
| | Loss (gain) on sale of hotel properties, net | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | ( | | | ||
| | Impairment losses | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Impairment losses of unconsolidated joint ventures(b) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | EBITDAre | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | ||||
| | Transaction costs | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | |||
| | Pre-opening costs | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Loss (gain) on extinguishment of indebtedness, net | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | ||||
| | Amortization of share-based compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Corporate and property-level severance(c) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Derivative (gains) losses in accumulated other comprehensive loss (income) reclassified to earnings(d) | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | ||||
| | Other expenses (income)(e) | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | ||||
| | Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | ||||
| | General and administrative(f) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Other corporate adjustments(g) | | | | | | | | | | | | | | | ( | | | | | | ( | | | | | | | | |||
| | Consolidated Hotel EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | ||||
| | Comparable adjustments—(income) loss from sold hotels | | | | | ( | | | | | | ( | | | | | | ( | | | | | | | | | | | | | ||
| | Comparable adjustments-income (loss) from acquired hotels | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | ||||
| | Comparable Hotel EBITDA | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||
Note:
(a)
Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint ventures.
(b)
Includes our ownership interest in the impairment loss of one of our unconsolidated joint ventures.
(c)
The year ended December 31, 2021 includes severance for associates at hotels operating under collective bargaining agreements. The year ended December 31, 2020 includes $6.7 million related to severance for associates at our New York City hotels operating under collective bargaining agreement.
(d)
Reclassification of interest rate swap (gains) losses from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges.
(e)
Represents expenses and income outside of the normal course of operations including debt modification costs, legal and other costs, and hurricane-related costs that were not reimbursed by insurance. Other expense for the year ended December 31, 2023 includes one-time management company transition costs. Other income for the year ended December 31, 2020 includes a benefit of $1.8 million due to the reversal of an excess accrued liability related to a labor matter.
(f)
Excludes amortization of share-based compensation costs reflected in Adjusted EBITDA.
(g)
Other corporate adjustments include property-level adjustments and certain revenues and expenses at corporate entities. These items include interest income, amortization of deferred management fees, key money amortization, ground rent amortization, legal fees, revenues and expenses associated with non-hotel properties, income (loss) from unconsolidated entities, internal lease rent expense, and other items.
2025 PROXY STATEMENT | 77
EXECUTIVE COMPENSATION
Relationship Between Financial Measures
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income, and (iv) our Comparable Hotel EBITDA, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024.
78 | investor.rljlodgingtrust.com
EXECUTIVE COMPENSATION
Pay Versus Performance Tabular List
The following performance measures represent the most important financial measures used by us to link compensation actually paid to our PEO and other NEOs for the fiscal year ended December 31, 2024:
•
•
•
2025 PROXY STATEMENT | 79
STOCK OWNERSHIP INFORMATION
Security Ownership of Certain Beneficial Owners and Management
Principal Shareholders
The following table sets forth certain information regarding the beneficial ownership of our common shares and units of limited partnership interest of RLJ Lodging Trust, L.P., which we refer to as the operating partnership, as of March 6, 2025 by (a) each of our trustees, (b) each of our NEOs, (c) all of our trustees and executive officers as a group, and (d) each person known to us to be the beneficial owner of more than five percent of our common shares. Operating partnership units (the “OP units”) are redeemable for an equal number of our common shares or cash, at our election, beginning one year after the date of issuance. Unless otherwise indicated, all shares and OP units are
owned directly and the indicated person has sole voting and dispositive power with respect to such shares or OP units. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement.
Unless otherwise indicated, the address of each person listed below is c/o RLJ Lodging Trust, 7373 Wisconsin Ave., Suite 1500, Bethesda, MD 20814.
| |
Name
|
| |
Number of Shares
and OP Units Beneficially Owned |
| |
% of
All Shares(1) |
| |
% of
All Shares and OP Units(2) |
| |||||||||
| | Trustees and Executive Officers | | | | | | | | | | | | | | | | | | | |
| | Robert L. Johnson(3) | | | | | 1,730,334 | | | | | | 1.1 | | | | | | 1.1 | | |
| | Leslie D. Hale(4) | | | | | 1,431,891 | | | | | | * | | | | | | * | | |
| | Sean M. Mahoney(4) | | | | | 371,447 | | | | | | * | | | | | | * | | |
| | Thomas Bardenett(4) | | | | | 298,568 | | | | | | * | | | | | | * | | |
| | Chad D. Perry(4) | | | | | 132,179 | | | | | | * | | | | | | * | | |
| | Evan Bayh | | | | | 97,442 | | | | | | * | | | | | | * | | |
| | Arthur R. Collins | | | | | 42,469 | | | | | | * | | | | | | * | | |
| | Nathaniel A. Davis | | | | | 55,134 | | | | | | * | | | | | | * | | |
| | Patricia L. Gibson(5) | | | | | 108,266 | | | | | | * | | | | | | * | | |
| | Robert M. La Forgia | | | | | 109,328 | | | | | | * | | | | | | * | | |
| | Robert J. McCarthy | | | | | 62,789 | | | | | | * | | | | | | * | | |
| | Robin Zeigler | | | | | 32,054 | | | | | | * | | | | | | * | | |
| | All trustees and executive officers as a group (12 persons) | | | | | 4,471,901 | | | | | | 2.9% | | | | | | 2.9% | | |
| | More than Five Percent Beneficial Owners(2) | | | | | | | | | | | | | | | | | | | |
| | The Vanguard Group – 23-1945930(6) | | | | | 24,816,392 | | | | | | 16.4% | | | | | | 16.3% | | |
| | BlackRock, Inc.(7) | | | | | 22,425,050 | | | | | | 14.8% | | | | | | 14.7% | | |
| | State Street Corporation(8) | | | | | 7,675,770 | | | | | | 5.1% | | | | | | 5.0% | | |
*
Less than 1%
(1)
The total number of shares deemed outstanding and used in calculating this percentage for the named person(s) is the sum of (a) 151,706,349 common shares outstanding as of March 6, 2025, and (b) the number of common shares issuable to such person(s) upon redemption of limited partnership units owned by such person(s). Amounts shown for individuals assume that all OP units held by the person have been redeemed for our common shares and amounts for all trustees and executive officers as a group assume all OP units held by such persons, if any, have been redeemed for our common shares.
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STOCK OWNERSHIP INFORMATION
(2)
The total number of shares and units deemed outstanding and used in calculating this percentage for the named person(s) is the sum of (a) 151,706,349 common shares outstanding as of March 6, 2025, and (b) 771,831 limited partnership units outstanding as of March 6, 2025 (other than such units held by us).
(3)
Includes 335,250 OP units received by Mr. Johnson in connection with the formation transactions effected in connection with our IPO and restricted common shares subject to time vesting.
(4)
Includes restricted common shares subject to time vesting.
(5)
Includes 104,217 common shares plus 4,049 common shares issuable upon conversion of the preferred.
(6)
Based on information provided by The Vanguard Group in a Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group, Inc. is the beneficial owner of 24,816,392 shares, of which it has sole voting power with respect to 0 shares, sole dispositive power with respect to 24,413,569 shares, shared voting power with respect to 233,349 shares and shared dispositive power with respect to 402,823 shares. The address of The Vanguard Group, as reported by it in the Schedule 13G/A, is 100 Vanguard Blvd., Malvern, PA 19355.
(7)
Based on information provided by BlackRock, Inc. in a Schedule 13G/A filed with the SEC on January 23, 2024. BlackRock, Inc. is the beneficial owner of 22,425,050 shares, of which it has sole voting power with respect to 20,847,797 shares and sole dispositive power with respect to all of the shares, shared voting power and shared dispositive power with respect to 0 shares. Blackrock, Inc. has indicated that it filed the Schedule 13G/A on behalf of the following subsidiaries: BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Fund Advisors; and BlackRock Fund Managers Ltd. The address of BlackRock, Inc., as reported by it in the Schedule 13G/A, is 50 Hudson Yards, New York, NY 10001.
(8)
Based on information provided by State Street Corporation in a Schedule 13G filed with the SEC on February 5, 2025. State Street Corporation is the beneficial owner of 7,675,770 shares, of which it has sole voting power and sole dispositive power with respect to 0 shares and shared voting power with respect to 5,349,591 shares and shared dispositive power with respect to all of the shares. State Street Corporation has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: SSGA Funds Management, Inc. (IA);State Street Global Advisors (Japan) Co., Ltd. (IA);State Street Global Advisors Asia Limited (IA);State Street Global Advisors Europe Limited (IA);State Street Global Advisors Limited (IA);State Street Global Advisors Trust Company (IA);State Street Global Advisors, Australia, Limited (IA);State Street Global Advisors, Ltd. (IA). The address of State Street Corporation as reported by it in the Schedule 13G is One Congress Street, Suite 1, Boston, MA, 02114.
Certain Relationships and Related Party Transactions
Related Party Transactions Policy
The Board has adopted a written Related Party Transactions Policy to further the goal of ensuring any related person transaction is properly reviewed, approved by the Audit Committee or all the disinterested trustees of the Board, and fully disclosed in accordance with the rules and regulations of the SEC and the NYSE. The Related Party Transactions Policy applies to transactions or arrangements between the Company and any related person, including trustees, trustee nominees, executive officers, greater than five percent shareholders and the immediate family members of each of these groups. The Related Party Transactions Policy does not, however, apply with respect to general conflicts between the interests of the Company and our employees, officers and trustees, including issues relating to engaging in a competing business and receiving certain benefits from the Company, such as loans or guarantees of
obligations, which are reported and handled in accordance with our Code of Business Conduct and Ethics and other procedures and guidelines implemented by us from time to time.
Under the Related Party Transactions Policy, our trustees and executive officers are responsible for identifying and reporting to our chief compliance officer any proposed transaction with a related person. The Audit Committee will approve, ratify or reject the transaction or refer the transaction to the full Board or another appropriate committee, in its discretion. All related party transactions will be disclosed to the full Board.
The Audit Committee reviews our Related Party Transactions Policy annually and reports the results of such reviews to the Board.
2025 PROXY STATEMENT | 81
STOCK OWNERSHIP INFORMATION
Related Party Transactions
Our transactions with related parties consist of the following:
INDEMNIFICATION AGREEMENTS FOR OFFICERS AND TRUSTEES
We entered into indemnification agreements with each of our executive officers and trustees that obligate us to indemnify them to the maximum extent permitted by Maryland law. The indemnification agreements provide that, if a trustee or executive officer is a party or is threatened to be made a party to any proceeding by reason of such trustee’s or executive officer’s status as our trustee, officer or employee, we must indemnify such trustee or executive officer for all expenses and liabilities actually and reasonably incurred by him or her, or on his or her behalf, unless it has been established that:
•
the act or omission of the trustee or executive officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty
•
the trustee or executive officer received an improper personal benefit in money, property or services
•
with respect to any criminal action or proceeding, the trustee or executive officer had reasonable cause to believe that his or her conduct was unlawful
However, we will have no obligation (1) to indemnify such trustee or executive officer for a proceeding by or in the right of the Company, for expenses and liabilities actually and reasonably incurred by him or her, or on his or her behalf, if it has been adjudged that such trustee or executive officer is liable to us with respect to such proceeding, or (2) to indemnify or advance expenses of such trustee or executive officer for a proceeding brought by such trustee or executive officer against the Company, except for a proceeding brought to enforce indemnification under Section 2-418 of the Maryland General Corporation Law (“MGCL”) or as otherwise provided by our bylaws, our Declaration of Trust, a resolution of our Board or an agreement approved by our Board. Under the MGCL, a Maryland corporation may not indemnify a trustee or officer in a suit by or in the right of the corporation in which the trustee or officer was adjudged liable on the basis that a personal benefit was improperly received.
Upon application by one of our trustees or executive officers to a court of appropriate jurisdiction, the court may order indemnification of such trustee or executive officer if:
•
the court determines that such trustee or executive officer is entitled to indemnification under Section 2-418(d)(1) of the MGCL, in which case the trustee or executive officer shall be entitled to recover from us the expenses of securing such indemnification
•
the court determines that such trustee or executive officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the trustee or executive officer has met the standards of conduct set forth in Section 2-418(b) of the MGCL or has been adjudged liable for receipt of an “improper personal benefit” under Section 2-418(c) of the MGCL; provided, however, that our indemnification obligations to such trustee or executive officer will be limited to the expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with any proceeding by us or in our right or in which such trustee or executive officer shall have been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL
Notwithstanding, and without limiting, any other provisions of the indemnification agreements, if a trustee or executive officer is a party or is threatened to be made a party to any proceeding by reason of such trustee’s or executive officer’s status as our trustee, executive officer or employee, and such trustee or executive officer is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such proceeding, we must indemnify such trustee or executive officer for all expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter, including any claim, issue or matter in such a proceeding that is terminated by dismissal, with or without prejudice.
We must pay all indemnifiable expenses in advance of the final disposition of any proceeding if the trustee or executive officer furnishes us with a written affirmation of the trustee’s or executive officer’s good faith belief that the standard of conduct necessary for indemnification by us has been met and a written undertaking to reimburse us if a court of competent jurisdiction determines that the trustee or executive officer is not entitled to indemnification.
Our Declaration of Trust and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any present or former trustee or officer (including any individual who, at our request, serves or has served as a director, trustee, officer, partner, member, employee or agent of another real estate investment trust, corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise) against any claim or liability to which he or she may
82 | investor.rljlodgingtrust.com
STOCK OWNERSHIP INFORMATION
become subject by reason of service in such capacity, and (2) any present or former trustee or officer who has been successful in the defense of a proceeding to which he or she was made a party by reason of service in such capacity. Our Declaration of Trust and bylaws
also permit us, with the approval of our Board, to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of the Company or a predecessor of the Company.
REGISTRATION RIGHTS AGREEMENT
In connection with our formation transactions, our operating partnership issued an aggregate of 894,000 OP units to RLJ Development (an entity in which Mr. Johnson holds an equity interest) as consideration for substantially all its assets and liabilities. Upon completion of our IPO and our formation transactions, we entered into a registration rights agreement with RLJ Development relating to the OP units. Under the registration rights agreement, subject to certain exceptions, we are required to use commercially reasonable efforts to cause to be filed a registration statement covering the resale of our common shares issuable, at our option, in exchange for OP units issued in our formation transactions. In addition, we are required, upon request from the parties subject to such registration rights agreement, to use our commercially reasonable efforts to register for resale the common shares issued in connection with the redemption of such OP units; provided, however, the holders of such common shares issued in connection with the redemption of OP units collectively may not exercise such
registration rights more than once in any consecutive six month period. Under such registration rights agreement, such holders are entitled to receive notice of any underwritten public offering on behalf of investors in RLJ Lodging Fund II, L.P. (and its parallel fund) and RLJ Real Estate Fund III, L.P. (and its parallel fund) receiving our common shares in our formation transactions at least 10 business days prior to the anticipated filing date of such registration statement. Such holders may request in writing within five business days following receipt of such notice to participate in such underwritten public offering; provided that if the aggregate dollar amount or number of common shares as to which registration has been demanded exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting its success, the common shares issued in connection with the redemption of OP units may be excluded from such underwritten public offering. We have filed registration statements in satisfaction of the foregoing obligations that are currently effective.
SUBLEASE AGREEMENT WITH RLJ COMPANIES
In 2024, we entered into an Executive Suite Agreement with RLJ Companies, pursuant to which RLJ Companies subleases from us 800 rentable square feet of office space in our corporate headquarters for RLJ Companies’ use. Under the terms of the Executive Suite Agreement, RLJ Companies paid us monthly rent in an amount equal to rent payable by us under the lease agreement with respect to the number of rentable square feet RLJ Companies occupied under the Executive Suite Agreement. RLJ Companies’ obligation to pay rent included the base rent and all additional rent payable
with respect to such space under the lease (e.g., increases in real estate taxes and operating expenses). As of December 31, 2024, RLJ Companies subleased approximately 800 rentable square feet of office space from us and paid us $15,000.
In addition, RLJ Companies paid us approximately $36,000 for its portion of the compensation of one employee who serves as a joint resource for both RLJ Companies and the Company.
2025 PROXY STATEMENT | 83
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Information Concerning Solicitation and Voting
The enclosed proxy card is solicited on behalf of the Board of Trustees of RLJ Lodging Trust, a Maryland real estate investment trust, for use at the Annual Meeting of Shareholders to be held:
| |
|
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WHEN
|
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Friday, April 25, 2025
1:00 p.m. Eastern Time (or at any adjournment or postponement thereof) |
|
| |
|
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WHERE
|
|
| |
The meeting will be held in
a virtual format through a live webcast; you will be able to participate by first registering at http://register.proxypush.com/RLJ |
|
| |
|
| |
RECORD DATE
|
|
| |
Shareholders of record at
the close of business on Thursday, March 6, 2025, are entitled to vote |
|
We are first mailing the Notice, this Proxy Statement, the enclosed proxy card and our 2024 Annual Report to Shareholders on or about March 24, 2025, to all shareholders entitled to vote at the Annual Meeting. Our principal executive office is located at:
| |
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RLJ Lodging Trust
7373 Wisconsin Ave. Suite 1500 Bethesda, MD 20814 |
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www.rljlodgingtrust.com
|
|
We make our current and periodic reports that are filed with the SEC available, free of charge, on our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
About the Meeting
WHAT IS RLJ LODGING TRUST?
RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust that owns primarily premium-branded, rooms-oriented, high-margin focused-service and compact full-service hotels in heart of demand locations. As of December 31, 2024, the Company’s portfolio consists of 95 hotels with 21,200 rooms located in 23 states and the District of Columbia. The Board and management believe the Company is well-positioned for continued success with a proven investment strategy, a high-quality diversified portfolio, a solid balance sheet and an attractive cash flow profile.
WHY AM I RECEIVING THIS PROXY STATEMENT?
This Proxy Statement contains information related to the solicitation of proxies for use at our 2025 Annual Meeting of Shareholders for the purposes stated in the accompanying Notice of Annual Meeting of Shareholders. This solicitation is made by RLJ Lodging Trust on behalf of our Board. “We,” “our,” “us,” and the “Company” refer to RLJ Lodging Trust.
84 | investor.rljlodgingtrust.com
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHAT AM I BEING ASKED TO VOTE ON AND HOW DOES THE BOARD RECOMMEND THAT I VOTE?
You are being asked to vote on the following proposals:
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Proposal
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Board Recommendation
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For more
information, see page |
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1
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The election of the nine trustee nominees named in this Proxy Statement, each for a term expiring at the 2026 annual meeting of shareholders
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FOR EACH
TRUSTEE NOMINEE |
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2
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The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025
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FOR
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3
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The approval, on a non-binding advisory basis, of the compensation of our named executive officers (“Say-on-Pay”)
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FOR
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WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
Only holders of record of our common shares at the close of business on Thursday, March 6, 2025, the record date for the Annual Meeting, are entitled to receive notice of the Annual Meeting and to vote at the meeting. Our common shares constitute the only class of securities entitled to vote at the meeting.
WHAT ARE THE VOTING RIGHTS OF SHAREHOLDERS?
Each common share outstanding on the record date entitles its holder to cast one vote on each matter to be voted on.
HOW MANY TRUSTEES CAN I VOTE FOR?
Shareholders can vote for up to nine nominees for trustee. We recommend that you vote “FOR” each of our nominees for trustee.
WHO CAN ATTEND THE ANNUAL MEETING?
All holders of our common shares at the close of business on Thursday, March 6, 2025, the record date for the Annual Meeting, or their duly appointed proxies, are authorized to participate in the Annual Meeting.
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Please also note that if you are the beneficial owner of shares held in “street name” (that is, through a bank, broker or other nominee), you will need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.
WHY ARE YOU HOLDING A VIRTUAL ANNUAL MEETING?
To encourage higher levels of shareholder participation while also helping us reduce the financial and environmental costs associated with the Annual Meeting, this year’s Annual Meeting will be held in a virtual meeting format only.
Shareholders at the virtual meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions at the virtual meeting. We believe that hosting a virtual meeting provides expanded access, improved communication and cost savings for our shareholders and the Company. You may vote during the virtual Annual Meeting by following the instructions that will be available on the virtual meeting website during the meeting. In addition, the virtual format allows shareholders to communicate with us in advance of, and during, the virtual Annual Meeting so they can ask questions of our Board of Trustees or management. Just like we did at last year’s virtual meeting and during our prior in-person meetings, during the live question and answer session of the virtual Annual Meeting, we will answer questions as they come in and address those asked in advance, to the extent relevant to the business of the virtual Annual Meeting, as time permits. In the event any pertinent questions cannot be answered during the meeting due to time constraints, such questions and management’s answers will be made publicly available on our investor relations website (along with a replay of the virtual Annual Meeting) promptly after the virtual Annual Meeting.
If you wish to submit a question, you may do so in a few ways. If you want to submit a question before the meeting, then beginning March 24, 2025 and until 11:59 p.m. on April 24, 2025, you may submit questions when completing the registration process. Alternatively, if you want to submit your question or make a comment
2025 PROXY STATEMENT | 85
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
during the meeting, log into the virtual meeting platform using your unique join link described below and type your question into the “Ask a Question” field. Off-topic, personal or other inappropriate questions will not be answered.
HOW DO I PARTICIPATE AND VOTE SHARES AT THE VIRTUAL ANNUAL MEETING?
The virtual Annual Meeting will convene at 1:00 p.m. Eastern Time on April 25, 2025. You will be able to participate in the virtual Annual Meeting by first registering at http://register.proxypush.com/RLJ. You will receive a meeting invitation by e-mail with your unique join link prior to the meeting date. Shareholders will be able to listen, vote and submit questions during the virtual meeting.
If you are a registered holder, your virtual control number will be on your proxy card.
If you hold your shares beneficially through a bank or broker, you will be asked to provide certain information during the registration process that will enable you to vote your shares during the Annual Meeting. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of share ownership, are provided as part of your registration process.
The virtual Annual Meeting is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet or WiFi connection wherever they intend to participate in the virtual Annual Meeting. Participants should also give themselves plenty of time to dial-in to the virtual meeting or log in and ensure that they can hear audio prior to the start of the virtual Annual Meeting.
There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 12:00 p.m. Eastern Time on April 25, 2025, the day of the meeting, so that any technical difficulties may be addressed before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please contact the technical support number included in your instructional email.
Even if you plan to participate in the live webcast of the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to participate in the virtual Annual Meeting. We will provide a physical location to view the webcast if requested by a shareholder in writing by contacting the Corporate Secretary at RLJ Lodging Trust, 7373 Wisconsin Ave., Suite 1500, Bethesda, MD 20814. Please note that no members of management or the Board will attend at the physical location.
A replay of the meeting, as well as any questions pertinent to meeting matters and management’s answers
(including any questions that could not be answered during the meeting due to time constraints), will be made publicly available on our investor relations website promptly after the virtual Annual Meeting.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
Many shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
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Shareholder of Record
If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the shareholder of record of those shares and these proxy materials are being sent directly to you by us.
If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, you are considered the shareholder of record of those shares and these proxy materials are being sent directly to you by us.
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Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the virtual Annual Meeting. Moreover, you may vote your shares in person at the Annual Meeting by providing certain information, including the registered name on your account and the name of your broker, bank or other nominee, as part of the registration process.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the virtual Annual Meeting. Moreover, you may vote your shares in person at the Annual Meeting by providing certain information, including the registered name on your account and the name of your broker, bank or other nominee, as part of the registration process.
HOW WILL MY SHARES BE VOTED IF I DO NOT PROVIDE SPECIFIC VOTING INSTRUCTIONS IN THE PROXY CARD THAT I SUBMIT?
If you submit a proxy card without giving specific voting instructions on one or more matters listed in the notice for the meeting, your shares will be voted as recommended by our Board on such matters, and as the proxy holders may determine in their discretion how to vote with respect to any other matters properly presented for a vote at the meeting.
MAY I CHANGE OR REVOKE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. You may change or revoke a previously granted proxy at any time before it is exercised by (i) filing with our Corporate Secretary a notice of revocation or a duly executed proxy bearing a later date or (ii) attending the meeting and voting at the annual meeting. Please note
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
that attendance at the meeting, in itself, will not constitute a revocation of a previously granted proxy.
If your shares are held in street name, then you may submit new voting instructions by contacting your broker or nominee. You may also vote in person at the virtual Annual Meeting if you obtain a legal proxy from your broker.
You are encouraged to monitor our investor relations website at investor.rljlodgingtrust.com for updated information about the Annual Meeting.
WHAT WILL CONSTITUTE A QUORUM AT THE ANNUAL MEETING?
The presence at the virtual Annual Meeting, in person or by proxy, of the holders of a majority of the common shares outstanding on Thursday, March 6, 2025 will constitute a quorum, permitting the shareholders to conduct business at the meeting. We will include abstentions and broker non-votes in the calculation of the number of shares considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting. As of the March 6, 2025 record date, there were 151,706,349 common shares outstanding.
HOW MANY VOTES ARE NEEDED FOR THE PROPOSALS TO PASS?
The proposals to be voted on at the Annual Meeting have the following voting requirements:
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Proposal
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Vote Required
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Abstentions
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Broker Discretionary
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1
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Election of Trustees
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Affirmative vote of a majority of the votes cast
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No effect
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No
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2
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Ratification of the Appointment of PricewaterhouseCoopers LLP
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Affirmative vote of a majority of the votes cast
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No effect
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Yes
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3
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Non-binding Advisory Vote to Approve Named Executive Officer Compensation
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Affirmative vote of a majority of the votes cast
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No effect
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No
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Proposal 1 (Election of Trustees)
As provided in our bylaws, to be elected in an uncontested election, trustee nominees must receive the affirmative vote of a majority of the votes cast, which means that the number of shares voted for a nominee must exceed the number of shares voted against that nominee. There is no cumulative voting in the election of trustees. If you submit the proxy card and do not indicate otherwise, your shares will be voted FOR each of the nine nominees named in Proposal 1 in this Proxy Statement. If an incumbent trustee fails to be re-elected by a majority of votes cast, that trustee is required under our bylaws to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board is required to act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified. Notwithstanding the foregoing, our bylaws require the Board to accept any such resignation if the nominee has received more
As provided in our bylaws, to be elected in an uncontested election, trustee nominees must receive the affirmative vote of a majority of the votes cast, which means that the number of shares voted for a nominee must exceed the number of shares voted against that nominee. There is no cumulative voting in the election of trustees. If you submit the proxy card and do not indicate otherwise, your shares will be voted FOR each of the nine nominees named in Proposal 1 in this Proxy Statement. If an incumbent trustee fails to be re-elected by a majority of votes cast, that trustee is required under our bylaws to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board is required to act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified. Notwithstanding the foregoing, our bylaws require the Board to accept any such resignation if the nominee has received more
votes against than for his or her election at each of two consecutive annual meetings of shareholders.
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Proposal 2 (Ratification of PricewaterhouseCoopers LLP)
The affirmative vote of a majority of the votes cast is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, which is considered a routine matter.
The affirmative vote of a majority of the votes cast is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, which is considered a routine matter.
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Proposal 3 (Non-Binding Advisory Vote to Approve Named Executive Officer Compensation)
The affirmative vote of a majority of the votes cast is required for approval of the advisory (non-binding) vote to approve the compensation of our named executive officers.
The affirmative vote of a majority of the votes cast is required for approval of the advisory (non-binding) vote to approve the compensation of our named executive officers.
WHAT EFFECT DO WITHHOLD VOTES, ABSTENTIONS AND BROKER NON-VOTES HAVE ON THE PROPOSALS?
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Abstentions
For purposes of each of Proposals 1, 2 and 3, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
For purposes of each of Proposals 1, 2 and 3, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
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Broker Non-Votes
Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the underlying beneficial owners. If that happens, the nominees may vote those shares only on matters deemed “routine” by the New York Stock Exchange (the “NYSE”), the exchange on which our common shares are listed. On non-routine matters, nominees cannot vote without instructions from the beneficial owner, resulting in a so-called “broker non-vote.” Under NYSE rules, Proposals 1 (election of trustees) and 3 (say-on-pay) are considered non-routine. Proposal 2 (ratification of PricewaterhouseCoopers LLP) is the only proposal that is considered “routine” under the NYSE rules. Accordingly, if you are a beneficial owner and your shares are held in the name of a broker, the broker is permitted to vote your shares on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm even if the broker does not receive voting instructions from you. Consequently, if you do not give your broker instructions, your broker will not be able to vote on any of the non-routine proposals. If you are a beneficial holder and want your vote to count on these non-routine proposals, it is critical that you instruct your broker how to vote your shares. Consequently, if you do not submit any voting instructions to your broker, your broker may exercise its discretion to vote your shares on the proposal to ratify the appointment of PricewaterhouseCoopers LLP. If your shares are voted on this item as directed by your broker, your shares will constitute “broker non-votes” on each of the non-routine items and will not be counted in determining the number of shares necessary for approval of the non-routine items, although they will count for purposes of determining whether a quorum exists.
Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the underlying beneficial owners. If that happens, the nominees may vote those shares only on matters deemed “routine” by the New York Stock Exchange (the “NYSE”), the exchange on which our common shares are listed. On non-routine matters, nominees cannot vote without instructions from the beneficial owner, resulting in a so-called “broker non-vote.” Under NYSE rules, Proposals 1 (election of trustees) and 3 (say-on-pay) are considered non-routine. Proposal 2 (ratification of PricewaterhouseCoopers LLP) is the only proposal that is considered “routine” under the NYSE rules. Accordingly, if you are a beneficial owner and your shares are held in the name of a broker, the broker is permitted to vote your shares on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm even if the broker does not receive voting instructions from you. Consequently, if you do not give your broker instructions, your broker will not be able to vote on any of the non-routine proposals. If you are a beneficial holder and want your vote to count on these non-routine proposals, it is critical that you instruct your broker how to vote your shares. Consequently, if you do not submit any voting instructions to your broker, your broker may exercise its discretion to vote your shares on the proposal to ratify the appointment of PricewaterhouseCoopers LLP. If your shares are voted on this item as directed by your broker, your shares will constitute “broker non-votes” on each of the non-routine items and will not be counted in determining the number of shares necessary for approval of the non-routine items, although they will count for purposes of determining whether a quorum exists.
WILL ANY OTHER MATTERS BE VOTED ON?
As of the date of this Proxy Statement, we are not aware of any matters that will come before the Annual Meeting other than those disclosed in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy card will vote the shares represented by the proxies on the other matters in the manner recommended by our Board, or, if no such recommendation is given, in the discretion of the proxy holders.
HOW DO I VOTE?
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SHAREHOLDERS OF RECORD
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BY TELEPHONE
Dial toll-free 24/7 1-866-883-3382 |
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BY INTERNET
Visit 24/7 www.proxypush.com/rlj |
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BY MAIL
Complete, date and, sign your proxy card and send by mail in the enclosed postage-paid envelope |
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| | | The deadline to vote by phone or electronically is 11:59 p.m. Central Time on April 24, 2025. If you vote by phone or electronically, you do not need to return a proxy card. | | | |||
If you are a beneficial owner and your shares are held by a bank or broker, you should follow the instructions provided to you by the bank or broker. Although most banks and brokers now offer voting by mail, telephone and on the Internet, availability and specific procedures will depend on their voting arrangements.
IF I PLAN TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING, SHOULD I STILL VOTE BY PROXY?
Yes. Voting in advance does not affect your right to participate in the virtual Annual Meeting. If you send in your proxy card and attend the virtual Annual Meeting, you do not need to vote again at the virtual Annual Meeting unless you want to change your vote. Shareholders of record will be able to vote your shares during the virtual Annual Meeting. Beneficial owners who wish to vote in person at the virtual Annual Meeting must request a legal proxy from their brokerage firm, bank, trustee or other agent and submit that legal proxy during the virtual Annual Meeting.
You are encouraged to monitor our investor relations website at investor.rljlodgingtrust.com for updated information about the Annual Meeting.
HOW ARE PROXY CARD VOTES COUNTED?
If the accompanying proxy card is properly signed and returned to us, and not subsequently revoked, it will be voted as directed by you. Unless contrary instructions are given, the persons designated as proxy holders on the proxy card will vote:
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FOR each of the Board’s nominees named in Proposal 1 of this Proxy Statement;
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FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
independent registered public accounting firm for our fiscal year ending December 31, 2025; and
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FOR the advisory (non-binding) “Say-on-Pay” vote to approve the compensation of our named executive officers;
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As recommended by our Board regarding any other matters that may properly come before the meeting, or, if no such recommendation is given, in their own discretion.
WHO WILL COUNT THE VOTES?
The Inspector of Election appointed for the Annual Meeting will separately tabulate the affirmative and negative votes, withheld votes, abstentions and broker non-votes.
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?
We will report preliminary voting results by filing a Current Report on Form 8-K within four business days following the date of the Annual Meeting. If final voting results are not known when such report is filed, they will be announced in an amendment to such report within four business days after the final results become known.
WHO PAYS THE COSTS OF SOLICITING PROXIES AND WHAT SOLICITATION METHODS MAY BE EMPLOYED?
We will bear the entire costs of soliciting proxies, including the preparation, assembly, printing and mailing of this Proxy Statement and any additional solicitation material furnished to our shareholders. These additional materials may be furnished by mail and electronic means. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners, and we expect to reimburse the corresponding forwarding expenses. In addition to soliciting proxies by mail, certain of our officers, trustees and other employees, without additional compensation, may solicit proxies personally (by telephone or other personal contact) or by other appropriate means.
You should rely only on the information provided in this Proxy Statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2025 |
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| | | This Proxy Statement, our 2024 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2024 are available at http://www.rljlodgingtrust.com/meeting.html. | | |
2025 PROXY STATEMENT | 89
ADDITIONAL INFORMATION
Other Matters to Come Before the 2025 Annual Meeting
No other matters are to be presented for action at the Annual Meeting other than as set forth in this Proxy Statement. If other matters properly come before the meeting, however, the persons named in the accompanying
proxy card will vote all proxies solicited by this Proxy Statement as recommended by our Board, or, if no such recommendation is given, in their own discretion.
Shareholder Proposals and Nominations for the 2026 Annual Meeting
Any shareholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act, to be considered for inclusion in our proxy materials for the next annual meeting of shareholders must be received at our principal executive offices no later than November 14, 2025. However, if we hold our 2026 annual meeting on a date that is more than 30 days before or after April 25, 2026, shareholders must submit proposals for inclusion in our 2026 proxy statement within a reasonable time before we begin to print our proxy materials.
In addition, any shareholder who wishes to propose a nominee to the Board or propose any other business to be considered by the shareholders (other than a shareholder proposal included in our proxy materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must comply with the advance notice
provisions and other requirements of Article II, Section 12 of our bylaws, which are on file with the SEC and may be obtained from Investor Relations upon request. These notice provisions require that nominations of persons for election to the Board and the proposal of business to be considered by the shareholders for the 2026 Annual Meeting must be received no earlier than October 15, 2025, and no later than November 14, 2025.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules under the Exchange Act, shareholders who intend to solicit proxies in support of trustee nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 24, 2026.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our executive officers and trustees, and persons who own more than 10% of a registered class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.
Based on our review of the reports filed on behalf of our executive officers and trustees, and/or on written
representations from these individuals that no other reports were required, we believe that these filing requirements were satisfied by the reporting persons during 2024, except in April 2024, due to technical issues, the Company filed a Form 4 one day late on behalf of Arthur Collins with respect to an annual equity award of restricted shares.
Householding of Proxy Materials
If you and other residents at your mailing address own common shares in street name, your broker or bank may have sent you a notice that your household will receive only one annual report and proxy statement for each company in which you hold shares through that broker or bank. This practice of sending only one copy of proxy materials is known as “householding.” If you did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, your broker has sent one copy of our Annual Report and Proxy Statement to your address. You may revoke your consent to
householding at any time by sending your name, the name of your brokerage firm and your account number to:
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Broadridge
Householding Department 51 Mercedes Way Edgewood, New York 11717 |
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ADDITIONAL INFORMATION
The revocation of your consent to householding will be effective 30 days following its receipt. In any event, if you did not receive an individual copy of this Proxy Statement or our Annual Report, we will send a copy to you if you address your written request to:
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RLJ Lodging Trust
Attention: Investor Relations 7373 Wisconsin Ave. Suite 1500 Bethesda, Maryland 20814 |
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1-301-280-7774 |
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If you are receiving multiple copies of our Annual Report and Proxy Statement, you can request householding by contacting Investor Relations in the same manner.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2025 |
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| | | This Proxy Statement, our 2024 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2024, are available at http://www.rljlodgingtrust.com/meeting.html. | | |
Additional copies of this Proxy Statement, our 2024 Annual Report to Shareholders or our Annual Report on Form 10-K for the year ended December 31, 2024, will be furnished to our shareholders upon written request to the Corporate Secretary at the mailing address for our
executive offices set forth above. If requested by eligible shareholders, we will provide copies of exhibits to our Annual Report on Form 10-K for the year ended December 31, 2024, for a reasonable fee.
By Order of the Board of Trustees,
Chad D. Perry
Executive Vice President, General Counsel and Corporate Secretary
Executive Vice President, General Counsel and Corporate Secretary
Bethesda, Maryland
March 24, 2025
March 24, 2025
2025 PROXY STATEMENT | 91
Shareowner ServicesP.O. Box 64945St. Paul, MN 55164-0945 Address Change? Mark box, sign, and indicate changes below: TO VOTE BY INTERNET ORTELEPHONE, SEE REVERSE SIDEOF THIS PROXY CARD. The Board of Trustees Unanimously Recommends a Vote “FOR” Each of the Listed Nominees, and a Vote “FOR” Proposals 2 and 3. 1. To elect nine trustees, nominated by the Board of Trustees, named in the proxy statement: FOR AGAINST ABSTAIN 01 Robert L. Johnson 02 Leslie D. Hale 03 Evan Bayh Please fold here – Do not separate 04 Arthur R. Collins 05 Nathaniel A. Davis06 Patricia L. Gibson 07 Robert M. La Forgia08 Robert J. McCarthy 09 Robin Zeigler 2. To ratify the appointment of PricewaterhouseCoopers LLP as ourindependent registered public accounting firm for our fiscal yearending December 31, 2025; 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers; and FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THEBOARD OF TRUSTEES RECOMMENDS. Date Signature(s) in BoxPlease sign exactly as your name(s) appears on Proxy. If heldin joint tenancy, all persons should sign. Trustees, adminis -trators, etc., should include title and authority. Corporationsshould provide full name of corporation and title of authorizedofficer signing the Proxy.
RLJ Lodging TrustANNUAL MEETING OF SHAREHOLDERSFriday, April 25, 2025 1:00 p.m. Eastern Time To register for the virtual meeting, please follow the instructions below:• Visit register.proxypush.com/rlj on your smartphone, tablet or computer.• As a shareholder, you will then be required to enter your control number which is located in the upper righthand corner on the reverse side of this proxy card.• After registering, you will receive a confirmation email and an email approximately 1 hour prior to the start ofthe meeting to the email address you provided during registration with a unique link to the virtual meeting. RLJ Lodging Trust7373 Wisconsin AvenueSuite 1500Bethesda, MD 20814 proxy This Proxy is solicited by the Board of Trustees for use at the Annual Meeting of Shareholders to be heldon April 25, 2025.The common shares you hold in your account will be voted as you specify on the reverse side.If no choice is specified, the Proxy will be voted “FOR” all nominees listed in Proposal 1, and “FOR”Proposals 2 and 3.By signing the Proxy, you hereby revoke all prior proxies and appoint Robert L. Johnson, Leslie D. Hale and ChadPerry, and each of them with full power of substitution, to vote your shares on the matters shown on the reverseside and any other matters which may come before the Annual Meeting of Shareholders and any adjournmentsor postponements of the Annual Meeting of Shareholders. Vote by Internet, Telephone or Mail24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your common sharesin the same manner as if you marked, signed and returned your proxy card. INTERNET/MOBILE DEVICE TELEPHONE MAILwww.proxypush.com/rlj 1-866-883-3382 Mark, sign and date your ProxyUse the Internet to vote your Proxy. Use a touch-tone telephone to Card and return it in thevote your proxy. postage-paid envelope provided intime to be received by April 24, 2025. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.