RLJ Lodging Trust DEF 14A, filed Mar 28, 2024

About this DEF 14A

RLJ Lodging Trust (RLJ-PA)

DEF 14A 2024-03-28 For: 2024-04-26

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Added on June 12, 2026

Report of the Audit Committee

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, 2023 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 2023 be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Trustees

Robert M. La Forgia, Chairman
Patricia L. Gibson
Robert McCarthy
Robin Zeigler

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.

RLJ Lodging Trust filed this DEF 14A on March 28, 2024.

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2024	RLJ Lodging Trust Notice of Annual Meeting of Shareholders and Proxy Statement
		Friday, April 26, 2024 1:00 p.m. Eastern Time
		The meeting will be held in a virtual-only format through a live webcast

	Portfolio Summary as of December 31, 2023
	23			STATES AND THE DISTRICT OF COLUMBIA
	96			HOTELS
	21,200			ROOMS

Proposal		Board Recommendation		See page
1	To elect nine trustees, nominated by the Board, named in the Proxy Statement		FOR EACH TRUSTEE NOMINEE	9
			FOR EACH TRUSTEE NOMINEE	9
2	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR	37
3	To approve, on a non-binding advisory basis, the compensation of our named executive officers		FOR	41
4	To recommend, on a non-binding advisory basis, the frequency of the advisory vote related to the compensation of our named executive officers		1 YEAR	42
	To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting

		YOUR VOTE IS VERY IMPORTANT
		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.

		HOW TO VOTE
		Have your proxy card in hand and follow the instructions.

					BY TELEPHONE Dial toll-free 24/7 1-866-883-3382
					BY INTERNET Visit 24/7 www.proxypush.com/rlj
					BY MAIL Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope
		The deadline to vote by phone or electronically is 11:59 p.m. Central Time on April 25, 2024. If you vote by phone or electronically, you do not need to return a proxy card.


				Leslie D. Hale President and Chief Executive Officer						Robert L. Johnson Executive Chairman

				WHERE
				The meeting will be held in a virtual-only 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 Tuesday, March 12, 2024, are entitled to vote

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2024
		This Proxy Statement, our 2023 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2023 are available at http://www.rljlodgingtrust.com/meeting.html.

	1			PROXY SUMMARY

	9			CORPORATE GOVERNANCE AND BOARD MATTERS
	9			Proposal 1—Election of Trustees
	10			Board of Trustees
	20			Trustee Selection Process
	22			Board Role and Responsibilities
	22			Corporate Governance Profile
	23			Corporate Governance Guidelines
	24			Code of Business Conduct and Ethics
	24			Availability of Corporate Government Materials
	25			Board Leadership Structure
	26			Board Meetings and Committees
	30			Board Oversight of Risk Management
	31			Cybersecurity
	31			Shareholder Engagement
	32			Environmental, Social and Governance Matters
	35			Trustee Compensation
	36			Trustee Compensation Table
	36			Share Ownership Guidelines for Trustees

	37			AUDIT MATTERS
	37			Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
	37			Auditor Fees
	38			Pre-Approval Policies and Procedures
	39			Report of the Audit Committee

	40			EXECUTIVE OFFICERS

	41			EXECUTIVE COMPENSATION
	41			Proposal 3—Non-Binding Vote to Approve Named Executive Officer Compensation
	42			Proposal 4—Non-Binding Advisory Vote on the Frequency of Say-On-Pay Advisory Votes
	43			Compensation Discussion and Analysis
	60			Compensation Committee Report
	60			Compensation Tables and Related Information
	76			Pay for Performance Disclosure

	80			STOCK OWNERSHIP INFORMATION
	80			Security Ownership of Certain Beneficial Owners and Management
	81			Certain Relationships and Related Party Transactions

	84			INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
	84			Information Concerning Solicitation and Voting
	84			About the Meeting

	90			ADDITIONAL INFORMATION
	90			Other Matters to Come Before the 2024 Annual Meeting
	90			Shareholder Proposals and Nominations for the 2025 Annual Meeting
	90			Householding of Proxy Materials

		100%
		attendance at the 2023 annual meeting of shareholders by all trustees serving in 2023

						Committee Membership
Trustee and Principal Occupation		Age	Trustee since	Independent	Current Public Company Boards	Audit	Compensation	Nominating and Corporate Governance
	Robert L. Johnson Founder and Executive Chairman, The RLJ Companies	77	2011		• G-III Apparel Group Ltd
	Leslie D. Hale President and Chief Executive Officer, RLJ Lodging Trust	51	2018		• Delta Airlines, Inc.
	Senator Evan Bayh Senior Advisor, Apollo Global Management	68	2011		• Berry Plastics • Marathon Petroleum • Fifth Third Bank
	Arthur R. Collins Managing Partner, theGROUP	64	2016		• KB Home • AFLAC, Inc.
	Nathaniel A. Davis	70	2011	since July 2016	• UNISYS
	Patricia L. Gibson Co-Founder and Chief Executive Officer, Banner Oak Capital Partners	61	2017		• AIMCO
	Robert M. La Forgia Founder, Principal and Chief Executive Officer, Apertor Hospitality, LLC	65	2011
	Robert J. McCarthy Chairman, McCarthy Investments, LLC; Chairman, Hotel Development Partners	70	2018
	Robin Zeigler CEO and Co-Founder, MURAL Real Estate Partners, Inc.	51	2022		• NETSTREIT • Jones Lang LaSalle Income Property Trust
Number of Meetings in 2023					Board—4	4	7	4

		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 Total Shareholder Returns (“TSR”) as the primary metric • We enhance executive officer retention with time-based, multi-year vesting equity incentive awards granted for prior-year performance • We have a clawback policy that was updated in 2023 • 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, retained an independent compensation consultant, Willis Towers Watson (“Compensation Consultant”) for compensation services

		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 goal • We do not guarantee annual compensation • We do not allow hedging or pledging of our securities • We do not offer excessive executive perquisites

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) • Lowe’s Companies, Inc. (NYSE: LOW) • Strayer Education Inc. (NASDAQ: STRA) • 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 77
	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 in the banking, private equity, real estate, film production, gaming, fashion and automobile dealership industries • 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

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 51
	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

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 68 \| 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) 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.

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 MANAGING PARTNER, theGROUP Age 64 \| Independent
	CAREER HIGHLIGHTS theGROUP, a government relations and public affairs consulting firm • Founder and Managing Partner (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.

Name	Age(1)	Title
Robert L. Johnson	77	Executive Chairman of the Board of Trustees
Leslie D. Hale	51	President and Chief Executive Officer of the Company
Evan Bayh	68	Trustee
Arthur R. Collins	64	Trustee
Nathaniel A. Davis	70	Lead Independent Trustee
Patricia L. Gibson	61	Trustee
Robert M. La Forgia	65	Trustee
Robert J. McCarthy	70	Trustee
Robin Zeigler	51	Trustee

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 61 \| 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 member of and the former vice-chair of the Industrial and Office Parks Council of the Urban Land Institute. 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

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 70 \| 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 (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

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 CO-FOUNDER, MURAL REAL ESTATE PARTNERS, INC. Age 51 \| Independent
	CAREER HIGHLIGHTS MURAL Real Estate Partners, Inc., a privately owned, full-service real estate company that aims to spur economic development • CEO and Co-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.

		4
		Board meetings (including telephonic/videoconference meetings) held in 2023

		100%
		attendance at 2023 Annual Meeting of Shareholders by all trustees serving in 2023

		100%
		Board and applicable committee meeting attendance by all trustees serving in 2023

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.
	Lead Independent Trustee RLJ Lodging Trust c/o Corporate Secretary 7373 Wisconsin Avenue Suite 1500 Bethesda, Maryland 20814

					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

					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

					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

	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 2023, 59% of our employees were racially diverse, and 45% of our employees were women. We are proud that our organization is 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.
	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,” which focuses on unconscious bias,

	discrimination and harassment
	• Increasing the ethnic and gender diversity of the Company’s first and second tier leadership and requiring a diverse slate of candidates for all job vacancies, including senior leadership positions
	• Actively recruiting diverse candidates for our internship, analyst and other junior level positions, with special outreach to Historically Black Colleges and Universities, Hispanic-Serving Institutions and other colleges and universities focused on minority populations. We see this as a way to introduce women students and students of color to the real estate industry, where women and minorities have traditionally been under-represented

					Governance
		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, including the following: • The Board of Trustees formalized the Nominating and Corporate Governance Committee’s oversight of ESG matters and established an internal ESG

				RLJ maintains an updated website devoted to the Company’s ongoing ESG initiatives, which can be accessed at: www.rljlodgingtrust.com/corporate-responsibility-strategy/.

Board of Trustees Role	Annual Retainer			Annual Share Award
Board Trustee		$	80,000		$	130,000
Lead Independent Trustee		$	30,000
Committee Chairs
• Audit Committee		$	20,000
• Compensation Committee		$	20,000
• Nominating and Corporate Governance Committee		$	15,000
Committee Membership
• Audit Committee		$	10,000
• Compensation Committee		$	10,000
• Nominating and Corporate Governance		$	7,500

Non-Employee Trustee	Fees Earned or Paid in Cash			Share Awards(1)			All Other Compensation			Total
Evan Bayh		$	105,000		$	129,997(2)		$	5,651(4)		$	240,648
Arthur R. Collins		$	97,500		$	129,997(2)		$	2,138(3)		$	229,635
Nathaniel A. Davis		$	137,500		$	129,997(2)		$	2,744(4)		$	270,241
Patricia L. Gibson		$	97,500		$	129,997(2)		$	2,893(4)		$	230,390
Robert M. La Forgia		$	107,500		$	129,997(2)		$	2,138(4)		$	239,635
Robert McCarthy		$	97,500		$	129,997(2)		$	2,138(3)		$	229,635
Robin Zeigler		$	97,500		$	129,997(2)		$	6,782(4)		$	234,279

				Share Ownership Requirements
	Non-Employee Trustee						5x base annual cash retainer

	Year Ended December 31,
PwC Fees	2023			2022
Audit fees(1)		$	1,603,449		$	1,502,445
Audit-related fees			—			—
Tax fees(2)			403,290			381,730
All other fees			—			—
Total		$	2,006,739		$	1,884,175