DEF 14A of Apple Hospitality REIT, Inc., Apr 9, 2024

DEF 14A of Apple Hospitality REIT, Inc.

Filed Apr 9, 2024 · FY20230000950170-24-042986

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    April 9, 2024 TABLE OF CONTENTS

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    | | Page | | Proxy Summary | 1 | | Corporate Responsibility | 5 | | Proposal 1. Election of Directors | 12 | | Consideration of Director Nominees | 13 | | Director Qualifications | 13 | | Nomination Procedures | 14 | | Corporate Governance | 21 | | Board of Directors | 21 | | Code of Ethics | 21 | | Corporate Governance Guidelines | 21 | | Risk Oversight | 21 | | Shareholder Communications | 22 | | Share Ownership Guidelines | 22 | | Hedging and Pledging of Company Securities | 22 | | Compensation Recovery Policy | 23 | | Board Self-Evaluation | 23 | | Committees of the Board and Board Leadership | 24 | | Summary | 24 | | Board Leadership | 25 | | Audit Committee Independence | 25 | | Board Meetings, Attendance and Related Information | 25 | | Executive Sessions | 25 | | 2023 Compensation of Directors | 26 | | Reimbursements to Directors in 2023 | 26 | | Compensation of Non-Employee Directors | 26 | | Non-Employee Director Deferral Program | 26 | | Employee Directors | 27 | | Director Compensation | 27 | | Outstanding Stock Option Awards | 28 | | Proposal 2. Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm | 29 | | Change in Auditor for 2024 | 31 | | Audit Committee Report | 32 | | Executive Officers | 33 | | Proposal 3. Advisory Vote On Executive Compensation Paid by the Company | 36 | | Compensation Discussion and Analysis | 37 | | Key Executive Compensation Practices | 38 | | Advisory Vote on Executive Compensation | 39 | | Pay for Performance Philosophy | 39 | | General Philosophy and Objectives | 40 | | Role of the Compensation Committee | 40 | | Role of the Chief Executive Officer | 41 | | Compensation Consultant | 41 | | Peer Group Information | 41 | | Elements of Executive Compensation | 42 | | Perquisites and Other Benefits | 48 | | Ownership Requirements | 49 | | Limits on Tax Deductibility of Executive Compensation | 49 |

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    | 2024 Incentive Compensation | 49 | | Special Note Regarding Non-GAAP Financial Measures | 50 | | Compensation Committee Report | 50 | | Compensation Committee Interlocks and Insider Participation | 51 | | Executive Compensation | 52 | | Summary Compensation Table | 52 | | Grants of Plan-Based Awards | 53 | | 2023 Option Exercises and Stock Vested | 54 | | Outstanding Equity Awards at Fiscal Year End | 54 | | Compensation Plans | 55 | | No Tax Gross-Up Payments | 57 | | Potential Payments upon Termination or Change in Control | 58 | | Equity Compensation Plan Information | 59 | | Pay Ratio Disclosure | 60 | | Pay Versus Performance | 61 | | Proposal 4. Approval of the 2024 Omnibus Incentive Plan | 65 | | Ownership of Certain Beneficial Owners and Management | 72 | | Certain Relationships and Agreements | 74 | | Cost Sharing with Related Entities | 74 | | Information about the Annual Meeting and Voting | 75 | | General | 75 | | Solicitation of Proxies | 76 | | Other Matters | 76 | | Other Matters for the 2024 Annual Meeting of Shareholders | 76 | | Matters to be Presented at the 2025 Annual Meeting of Shareholders | 76 | | Householding of Proxy Materials | 77 | | Exhibit 1: Reconciliation of MFFO to Net Income | 78 | | Appendix A - Apple Hospitality REIT, Inc. 2024 Omnibus Incentive Plan | A-i |

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    PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should carefully read the entire Proxy Statement before voting. This Proxy Statement, the Company’s 2023 Annual Report on Form 10-K, which includes the Company’s audited consolidated financial statements for the year ended December 31, 2023, (the “Annual Report”), and the proxy card are first being made available, and a notice and electronic delivery of the proxy materials (the “Notice of Internet Availability”) is first being mailed, to shareholders on or about April 9, 2024. COMPANY OVERVIEW Apple Hospitality REIT, Inc. (the “Company” or “Apple Hospitality”) (NYSE: APLE) is a publicly traded real estate investment trust that owns one of the largest and most diverse portfolios of upscale, rooms-focused hotels in the United States. The Company was formed in 2007 and through its predecessor companies has a history in the lodging industry of more than 20 years. Apple Hospitality was structured to mitigate risks associated with investing in the lodging industry and to maximize operating results through all market conditions. Throughout its history, the Company's strategy has been straightforward: own hotels with broad consumer appeal; broadly diversify its portfolio across a variety of U.S. markets and demand generators; align with the best lodging brands and hospitality management teams in the industry; consistently reinvest in its hotels; maximize value through disciplined capital allocation; maintain financial flexibility with low levels of debt; and foster a work environment where team members are valued and the Company's mission is fulfilled.

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    | 225 HOTELS | 15 BRANDS | 88 MARKETS | $1.3B TOTAL 2023 REVENUE | | 29,900 GUEST ROOMS | 30 BRAND AND INDUSTRY ADVISORY BOARDS | 38 STATES | 63 EMPLOYEES | | 99% ROOMS-FOCUSED HOTELS | 16 MANAGEMENT COMPANIES | 19M TOTAL SQUARE FOOTAGE | 50% OF EXECUTIVE TEAM IS FEMALE |

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    Note: Statistics are as of December 31, 2023.

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    | | | | | Hyatt House Salt Lake City/Downtown | Courtyard & Residence Inn Richmond Downtown | AC Hotel Louisville Downtown |

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    MISSION Apple Hospitality is a leading real estate investment company committed to increasing shareholder value through the distribution of attractive dividends and long-term capital appreciation.

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    VALUES

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    | HOSPITALITY | We are thoughtful in our interactions with others and know that strong, caring relationships are the core of our industry. | | RESOLVE | We are passionate about the work we do and are steadfast in our commitment to our shareholders. | | EXCELLENCE | We are driven to succeed and improve through innovation and perseverance. | | INTEGRITY | We are trustworthy and accountable. | | TEAMWORK | We support and empower one another, embracing diversity of opinion and background. |

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    BOARD COMPOSITION AT A GLANCE The Board of Directors (the “Board” or “Board of Directors”) and the Nominating and Corporate Governance Committee (the "Governance Committee") of Apple Hospitality are committed to ensuring that the Board is composed of a highly capable and diverse group of directors who collectively provide a significant breadth of experience, knowledge, perspective and ability to effectively represent the interest of shareholders, drive shareholder value and reflect the Company's corporate values. Refer to Proposal 1. Election of Directors below on page 12 and the Corporate Governance section below on page 21 for more information on the Company’s Board of Directors. Apple Hospitality’s director nominees have a diversity of skills, viewpoints and expertise relevant to overseeing the Company’s business and strategy, including the following areas:

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    2023 BUSINESS AND FINANCIAL HIGHLIGHTS * Note: Refer to Exhibit 1 for the reconciliation to net income determined in accordance with Generally Accepted Accounting Principles ("GAAP") of the non-GAAP financial measure, Modified Funds from Operations ("MFFO").

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    | • 2023 operating performance driven by strong leisure and improving business demand, consisting of both transient and small group bookings | • 2023 revenue per available room ("RevPAR") was $115.60, an increase of 6.6% from 2022 | | • Portfolio management and historically low supply growth further position portfolio for outperformance | • Consistently paid regular monthly cash distributions during 2023 and declared a special distribution |

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    The following chart compares the Company's performance with the performance of its peers and specific industry indices using total shareholder return ("TSR"). Refer to the "Shareholder Return Metrics" section within "Compensation Discussion and Analysis," on page 45, for details on who is included in the Company's peer group.

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    EXECUTIVE COMPENSATION The following is a summary of the Company’s 2023 target executive incentive compensation awards for its Named Executive Officers ("NEOs"). These are designed to reward achievement of annual operational/financial performance measures and annual/multi-year TSR measures. For additional information on the Company’s executive compensation, please refer to "Compensation Discussion and Analysis," beginning on page 37.

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    CORPORATE RESPONSIBILITY Apple Hospitality owns one of the largest and most geographically diverse portfolios of rooms-focused hotels in the United States. The Company is dedicated to making a positive impact on its local community and the many communities its hotels serve. The Company is mindful of its environmental footprint and committed to reducing its impact over time. Apple Hospitality has worked to uphold high environmental, social and governance ("ESG") standards and believes these key areas of focus are an integral part of driving long-term value for its shareholders. The Company's ESG strategy aims to enhance long-term value for its shareholders through responsible investment in sustainable and equitable practices at the corporate and property levels that: strengthen the resilience of the Company and its hotels while minimizing its overall environmental impact and enhancing the value of its assets; encourage stakeholder engagement and advance human capital; and make positive contributions throughout the Company, the hotel industry, its local community and the many communities its hotels serve. The Company's ESG strategy begins with its responsible investment in efficient rooms-focused hotels that are aligned with industry-leading brands, operated by exceptional management companies and broadly diversified across a wide variety of markets and is supported by the highest standards of corporate governance and ethics. ESG OVERSIGHT Apple Hospitality’s Board of Directors understands the importance of the Company’s programs, policies and initiatives related to environmental stewardship, social responsibility and governance and, through its Governance Committee, oversees the Company’s ESG strategy and initiatives. In 2022, the Board approved changes to the Governance Committee's Charter to formalize the Governance Committee’s role in reviewing the Company’s policies, programs and practices related to corporate responsibility and sustainability and climate-related risks and opportunities. The Governance Committee regularly receives reports from the Company’s Environmental, Social and Governance Advisory Committee (the “ESG Advisory Committee”) on the Company’s progress toward established initiatives and goals at the Governance Committee meetings. The Governance Committee, in turn, reports to the full Board of Directors on a routine basis. The ESG Advisory Committee was created to centralize the establishment, review and internal oversight of the Company’s sustainability and corporate responsibility initiatives and to evaluate climate-related risks and opportunities. The ESG Advisory Committee includes the Company’s Chief Financial Officer, Chief Legal Officer and Vice President of Investor Relations and receives support from other Company departments, including asset management, capital investments, acquisitions and dispositions, financial reporting and risk management. The Chief Financial Officer and Chief Legal Officer report directly to the Company’s Chief Executive Officer, who serves on the Company's Board of Directors, and both participate in Governance Committee and Audit Committee meetings, regularly providing updates on the Company’s climate-related risks and opportunities and its sustainability initiatives. In addition, the Chief Financial Officer, along with the Chief Executive Officer, regularly engage with external stakeholders, investors and analysts on matters related to climate risks and opportunities and sustainability initiatives for the Company's hotels. Refer to the chart below for the hierarchical structure of ESG Oversight within the Company.

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    Apple Hospitality has established responsibilities within the Company's capital investment, asset management and risk management departments to implement, monitor and evaluate its sustainability initiatives and climate-related risks and opportunities. The Company’s asset disposition and acquisition analysis is also influenced by its evaluation of climate-related risks and opportunities. The ESG Advisory Committee, with cross-departmental support, conducts surveys of the Company’s third-party property managers, focusing on the implementation of the Company’s corporate sustainability initiatives and seeking feedback on opportunities to increase investments in climate-related initiatives. The results of those surveys are used to guide the Company’s capital investment plans and evaluate opportunities for continuous improvement. In addition, the Board’s Audit Committee is tasked with oversight responsibility for the Company’s enterprise risk management and risk management policies, including those related to cybersecurity and cyber risks. ENVIRONMENTAL STEWARDSHIP STRATEGY

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    | Areas of focus: | | | • Invest in sustainable practices at the corporate and property levels to strengthen the resilience of the Company and its hotels while minimizing the Company’s overall environmental impact and enhancing asset value. • Leverage the procurement, logistics and supply chain programs established by the Company's franchise brands to responsibly source materials for hotel renovations. | • Leverage the sustainability programs of the Marriott, Hilton and Hyatt brand families and the Company's third-party management companies. • Continue to engage energy consultants to identify opportunities that improve the Company's environmental performance through increased energy efficiency, water conservation, waste management and renewable energy opportunities. |

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    The Company established a formal energy management program in 2018 and adopted a formal Environmental Policy in 2020 to ensure that energy efficiency, water conservation and waste management are a priority not only within the Company, but also with the Company’s third-party management companies and brands. In both 2023 and 2022, the Company published a Corporate Responsibility Report, including, as they relate to environmental matters, the Company’s responsible investments, sustainability initiatives and environmental stewardship priorities. In the 2023 Corporate Responsibility Report, the Company reported both Scope 1 and 2 greenhouse gas emissions for 2022. To further support and evaluate the Company’s sustainability initiatives and standards, the Company continues to evaluate reduction goals for its primary environmental impacts.

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    Due to the efficient operating model and strong consumer preference, the Company is primarily invested in rooms-focused hotels, which the Company believes are more environmentally efficient than full-service hotels and resorts and use less electricity, water and natural gas on a per-square-foot basis. In addition to its overall strategy of investing in rooms-focused hotels, the Company is committed to identifying and incorporating sustainability opportunities into its investment and asset management strategies, with a focus on minimizing its environmental impact through reductions in energy and water usage and improvements in waste management. The Company’s hotels are concentrated in the Marriott, Hilton and Hyatt brand families. In addition to the initiatives the Company implements at its hotels through its asset management strategies, the Company also works with its third-party management companies to leverage brand initiatives to further drive sustainability across its hotels. The Company seeks to invest in proven sustainability practices when renovating its hotels and in portfolio-wide capital projects that can enhance asset value while also improving environmental performance. For example, the Company has realized cost savings and reductions in its carbon footprint through the installation of energy efficient lighting, energy management systems, smart irrigation systems and the use of energy and water conservation guidelines at the property level, with 100% of the Company’s portfolio enrolled in the U.S. Environmental Protection Agency’s ENERGY STAR® program. Additionally, as part of the Company’s acquisition due diligence, the Company performs sustainability assessments to identify areas of opportunity that will improve the property’s environmental performance, and when working with developers to construct new hotels, strives to implement environmentally efficient construction and building functionality. For example, in 2020, the Company acquired the newly constructed Hyatt House and Hyatt Place in Tempe, Arizona, that are LEED Certified®. In 2021, the Company acquired a Hampton Inn & Suites in Portland, Oregon that was constructed with a green roof system. In 2022, the Company acquired an AC Hotel in Louisville, Kentucky and an AC Hotel in Pittsburgh, Pennsylvania, both of which are LEED Certified®. In 2024, the Company acquired an AC Hotel in Washington D.C. that is LEED Certified® and was constructed with a green roof system. Additional information related to the Company’s sustainability initiatives can be found on the Company’s website at https://applehospitalityreit.com/corporate-responsibility/. Information on or accessible through the Company’s website is not and should not be considered part of this Proxy Statement. SOCIAL RESPONSIBILITY INITIATIVES

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    | Areas of focus: | | | • Prioritize the advancement of human capital. • Make positive contributions throughout the Company, the hotel industry, the Company's local community and the many communities its hotels serve. • Advance diversity, equity and inclusion in the workplace and foster an innovative, collaborative work environment where employees feel valued and empowered to grow their careers. | • Champion the health, safety and well-being of employees, the associates at the Company's hotels and its hotel guests. • Leverage the social responsibility programs of the Marriott, Hilton and Hyatt brand families and the Company's third-party management companies. |

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    Apple Hospitality is dedicated to making a positive impact throughout the Company, its local community, the hospitality industry and the many communities served by the Company’s hotels. The safety, health and well-being of guests, hotel associates and employees have always been the Company’s top priority. In 2020, Apple Hospitality formally adopted a Health, Safety and Well-Being Policy, a Human Rights Policy and a Vendor Code of Conduct to further drive positive social impact. Additional information related to the Company’s social responsibility initiatives can be found on the Company’s website at https://applehospitalityreit.com/corporate-responsibility/. Information on or accessible through the Company’s website is not and should not be considered part of this Proxy Statement. As noted above, the Company published a Corporate Responsibility Report in 2023 that conveys its corporate responsibility strategy, priorities and metrics in detail, including, as they relate to social responsibility matters, the Company’s social impact initiatives and community outreach.

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    The Company is committed to strengthening its communities through charitable giving, encouraging employees to volunteer their time and talents, and participation in the many philanthropic programs important to its employees and leaders within its industry, including its brands, the American Hotel & Lodging Association and its third-party hotel management companies. In 2017, the Company formed Apple Gives, an employee-led charitable initiative, to expand its impact and further advance the achievement of the Company’s corporate philanthropic goals. Apple Gives organizes company-wide community events with non-profit charitable organizations, deploys aid to markets and associates affected by natural disasters, and allocates funds and other resources to a variety of causes. Apple Gives strives to select organizations that are important to the Company’s employees, the Company’s third-party management companies, its hotels and numerous industry organizations. The Company’s hotels and third-party management companies are engaged in targeted charitable programs that provide support to their respective communities, and hotel associates are encouraged to serve in ways that improve their localities. The Company’s third-party management companies, and their employees and associates, donate to food drives, participate in charity walks and bike rides, assemble care packages, donate school supplies, provide disaster relief, and pursue numerous other altruistic initiatives. Diversity, Equity and Inclusion Apple Hospitality is committed to diversity, equity and inclusion, and does not tolerate discrimination or harassment in the workplace. Each year, all employees are required to complete a formal online training program focused on the prevention of discrimination and harassment in the workplace, including unconscious bias. In 2021, the Company's Chief Executive Officer ("CEO"), Justin Knight took the CEO Action for Diversity & Inclusion™ pledge, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace. The Company’s executive team, comprising eight individuals, is 50% female. Health and Well-Being The Company believes that each team member plays a vital role in the success of its business. The Company believes the physical and mental health, safety and well-being of its employees, the associates at its hotels and its hotel guests are critical to the continued success of the Company. The Company aims to provide an inspiring, diverse, equitable and inclusive work environment where its employees feel valued, empowered and encouraged to make positive differences within the Company and throughout their communities. The Company firmly believes the most successful management provides clear leadership while empowering the team to make timely and responsible decisions and to take actions necessary to achieve exceptional operating results. The Company’s Employee Handbook includes the Company's Code of Business Conduct and Ethics, outlines employee benefits and expectations, and provides guidelines that employees are to follow regarding workplace health, policies and safety. Employees are required to annually acknowledge receipt and review of the Company’s Employee Handbook. Apple Hospitality is strongly committed to supporting and promoting the physical, mental and emotional health and well-being of its employees. Quality medical, vision and dental insurance is available to all full-time employees with a portion paid by the Company on the team member’s behalf. As part of the Company's benefits program, the Company

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    provides free preventive care services, including flu shots, routine check-ups and screenings, and employees have access to telehealth services. At the Company’s headquarters, employees have access to an on-site gym; comfortable office, meeting and gathering spaces; and kitchens stocked with a variety of fresh fruits and healthy snacks. Apple Hospitality offers competitive compensation and benefits, a flexible leave policy, fully paid parental leave for up to 12 weeks for primary caregivers and three weeks for secondary caregivers for the birth or adoption of a new child, financial assistance for adoption of a new child, a tuition reimbursement program, and a culture that encourages balance of work and personal life. Apple Hospitality provides its employees with two days paid leave each year for volunteer work and a donation matching program to support non-profit organizations. The Company emphasizes an open-door policy for communications and conducts regular employee satisfaction surveys and annual performance reviews, which provide the opportunity for continuous improvement. The Company is committed to working safely and maintaining a safe workplace in compliance with cleanliness guidelines set forth by the Centers for Disease Control and Prevention (CDC), and in compliance with applicable Occupational Safety and Health Administration (OSHA) standards. The Company's employees work in an office setting. The Company has in place an incident response plan which provides guidance for leadership and all employees to swiftly and effectively respond to a variety of potential scenarios, including cybersecurity threats, inclement weather or other incidents which may require a timely response for the safety, security and well-being of employees and the protection of internal data systems. All employees involved in the day-to-day operation of the Company’s hotels are employed by third-party management companies engaged pursuant to the hotel management agreements. Apple Hospitality is committed to the health, safety, security and well-being of hotel associates and guests and is proud to support the initiatives of the American Hotel & Lodging Association ("AHLA"), including: the 5-Star Promise; Safe Stay initiative; No Room for Trafficking program; the AHLA Foundation; Responsible Stay; Hospitality is Working; and numerous other career development and social responsibility programs. The Company’s CEO served on the AHLA Board of Directors from 2014 to 2023, serving as Chair in 2022, and currently serves as an Owner Representative on AHLA's Executive Committee. GOVERNANCE & RESILIENCE PRACTICES

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    | Areas of focus: | | | • Prioritize stakeholder engagement, effective management of risk and ESG oversight. • Uphold the highest corporate governance standards that are in alignment with the best interests of the Company's shareholders. • Own a portfolio of hotels resilient to the impact of climate-change risk. | • Proactively reduce and manage climate-related risk exposure through sustainable practices and responsible investment. • Mitigate cybersecurity risk. |

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    Corporate Governance Practices Below are some highlights of the Company’s corporate governance practices.

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    | Practice | Description | | Annual director elections | • An incumbent director not receiving the majority of the votes cast in an election must tender his or her resignation from the Board | | Independent directors | • All members of the Audit, Compensation, and Governance Committees are independent directors who have access to management and employees | | Board independence | • Seven out of nine of the Company’s directors are independent • Executive Chairman of the Board and Chief Executive Officer are the only employee directors | | Board diversity | • Three out of nine directors are female and one is ethnically/racially diverse | | Lead independent director | • Lead Independent Director is designated by independent directors and maintains expansive duties intended to optimize the Board’s effectiveness and independence, |

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    | | including serving as a liaison to facilitate communications between management and shareholders and the Board | | Separation in leadership structure | • Executive Chairman of the Board and Chief Executive Officer are separate individuals | | Board self-evaluations | • Governance Committee oversees an annual self-evaluation of the Board and each committee | | Succession planning | • The Board actively monitors the Company’s succession planning and employee development and receives regular updates on employee engagement, retention and diversity | | Director stock ownership | • Directors are required to own securities of the Company with a value of at least 4 times their annual base cash retainer | | Executive stock ownership | • Executive officers are required to own securities of the Company with a value of at least 5 times (Chief Executive Officer) and 3 times (other executive officers) their annual base salary | | Anti-hedging and margin account policy | • The Company’s Insider Trading Policy prohibits directors and employees from engaging in any hedging of Company securities or holding the Company's securities in accounts subject to margin calls | | Code of business conduct and ethics | • The Company has a Code of Business Conduct and Ethics that serves as the foundation for how it conducts its business | | Incentive-based compensation | • 78% of 2023 target compensation for executive officers is incentive-based (50% based on shareholder return metrics and 50% based on operational performance metrics) | | Elimination of certain takeover defenses | • The Company opted out of the Virginia Stock Corporation Act provisions requiring super majority vote for specified transactions with interested shareholders • The Company has elected, pursuant to a provision in its bylaws, to exempt any acquisition of its shares from the control share acquisition provisions of the Virginia Stock Corporation Act | | Accountability to shareholders | • Annual advisory vote on executive compensation • No shareholder rights plan • Ongoing shareholder outreach, communication and engagement |

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    See “Corporate Governance” below for more detail regarding the Company’s corporate governance practices. KEY POLICIES In 2020, the Company formally adopted policies to further advance its corporate responsibility initiatives, including: • an Environmental Policy; • a Health, Safety and Well-Being Policy; • a Human Rights Policy; and • a Vendor Code of Conduct. Apple Hospitality’s policies are supported by the Board of Directors, and the Governance Committee reviews the Company’s policies, programs and practices related to corporate responsibility and sustainability, including environmental, social, human capital and other matters. The Company’s senior management team is responsible for providing oversight over policy enforcement and updating the Company’s Board of Directors on implementation efforts. DATA PRIVACY & CYBERSECURITY Apple Hospitality’s Board of Directors administers cybersecurity risk oversight primarily through its Audit Committee. Apple Hospitality does not have direct access to personal data from guests who stay at its hotels, nor does the Company process business transactions with its guests. Apple Hospitality’s corporate IT systems have no connectivity to hotel and/or third-party management and brand technology platforms. Apple Hospitality’s information technology and risk management departments regularly engage with its third-party management companies and brands to understand and benchmark their execution and compliance with applicable policies and industry best practices and

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    regulations for data protection and cybersecurity. Should a cybersecurity event occur, the Company is positioned to coordinate a swift response with its teams to mitigate theft, damage or disruption to its information technology infrastructure and systems. For more information on the Company's cybersecurity risk oversight activities, refer to the Company's 2023 Annual Report on Form 10-K, which is available at the Company's website, www.applehospitalityreit.com. CORPORATE RESPONSIBILITY REPORT In December 2023, the Company published its second annual Corporate Responsibility Report, which details the Company’s ESG performance, strategy and initiatives and features its commitment to environmental sustainability, governance and resiliency, corporate employees, hotel associates and guests, communities, and other stakeholders. The Company’s 2023 Corporate Responsibility Report utilizes both the Global Reporting Initiative (“GRI”) Standards and Task Force on Climate-related Financial Disclosures (“TCFD”) to provide a comprehensive overview of the Company’s corporate responsibility performance and climate-related risk management, including the disclosure of Scope 1 and 2 greenhouse gas emissions data for 2022. Apple Hospitality’s enhanced disclosures are intended to provide stakeholders with a better understanding of the Company’s strategy, policies, programs, procedures, performance and initiatives related to environmental stewardship, social responsibility, and corporate governance and resiliency. FOR MORE INFORMATION Additional detail related to the Company’s corporate responsibility efforts, including all of the above policies and the Company’s Corporate Responsibility Report can be found within the Corporate Responsibility section of the Company's website at https://applehospitalityreit.com/corporate-responsibility/. Information on or accessible through the Company’s website is not and should not be considered part of this proxy statement.

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    PROPOSAL 1. ELECTION OF DIRECTORS The Company’s Board of Directors currently consists of nine directors, all of whom are standing for re-election at the Annual Meeting. The Board of Directors recommends the re-election of the current directors to the Board of Directors to serve until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified, except in the event of prior resignation, death or removal. Unless otherwise specified, all common shares of Apple Hospitality REIT, Inc. (the "Common Shares") represented by proxies will be voted FOR the election of the nominees listed below. If a nominee ceases to be available for election as a director, discretionary authority may be exercised by each of the proxies named on the attached proxy card to vote for a substitute. No circumstances are presently known that would cause any nominee to be unavailable for election as a director. The nominees are now members of the Board of Directors, have been nominated by action of the Board of Directors, and have indicated their willingness to serve if elected. If a quorum is present at the Annual Meeting, the positions on the Board of Directors will be filled by the election of the properly nominated candidates who receive the greatest number of votes at the Annual Meeting, even if a nominee does not receive a majority of all votes represented and entitled to be cast. Under the Company’s Corporate Governance Guidelines, if an incumbent director fails to receive at least a majority of the votes cast, such director will tender his or her resignation from the Board of Directors. The Governance Committee of the Board will consider, and determine whether to accept, such resignation and make a recommendation to the Board of Directors. Within 90 days of the certification of the election results, the Board of Directors must act on the resignation, taking into consideration any recommendation by the Governance Committee and any additional relevant factors. A director who tenders his or her resignation does not participate in the decisions of the Governance Committee or the Board relating to the resignation. A shareholder who wishes to abstain from voting on the election of a director may do so by specifying, as provided on the proxy card, that authority to vote for any or all of the nominees is to be withheld. Withheld votes and broker non-votes will have no effect on the election of a director. A broker non-vote occurs when the entity holding shares in street name has not received voting instructions from the beneficial owner and either chooses not to vote those shares on a routine matter at the shareholders meeting or is not permitted to vote those shares on a non-routine matter. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES.

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    Director Nominees The following is a snapshot of the Company’s Board composition:

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    | BOARD COMPOSITION | | | | | | | | | 100% | 89% | 67% | 100% | 44% | 67% | 33% | 100% | | Leadership | Financial | Investment | Business Knowledge/Strategy | Hospitality | Real Estate | ESG | Risk Management |

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    CONSIDERATION OF DIRECTOR NOMINEES Director Qualifications. The Company believes the Board should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests. Each director also is expected to exhibit high standards of integrity, practical and mature business judgment, including the ability to make independent analytical inquiries, and be willing to devote sufficient time to carrying out their duties and responsibilities effectively.

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    The Board has determined that the Board of Directors as a whole must have the right mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Board believes it should be comprised of persons with skills in areas such as finance, real estate, investment, banking, strategic planning, risk management, human resources, leadership of business organizations, ESG and legal matters. Although the Board does not have a diversity policy, the Board is committed to diversity and believes it is desirable for the Board to be composed of individuals who represent a mix of viewpoints, experiences and backgrounds, including racial, ethnic and gender diversity. The Board will continue to endeavor to ensure the qualified pool of new director candidates is diverse and includes women, individuals from minority groups and underrepresented communities. In addition to the targeted skill areas, the Board looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to the Board, including: Strategy—knowledge of the Company’s business model, the formulation of corporate strategies and knowledge of key competitors, markets and business risks; • Leadership—skills in coaching and working with senior executives and the ability to assist the Chief Executive Officer; • Organizational Issues—understanding of strategy implementation, change management processes, group effectiveness and organizational design; • Relationships—understanding how to interact with investors, accountants, attorneys, management companies, analysts and communities in which the Company operates; • Functional—understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and • Ethics—the ability to identify and raise key ethical issues concerning the activities of the Company and senior management as they affect the business community and society. Nomination Procedures. The Board has established that the Governance Committee oversees the nomination process and recommends nominees to the Board. As outlined above, in selecting a qualified nominee, the Board considers such factors as it deems appropriate, which may include the current composition of the Board; the range of talents of the nominee that would best complement those already represented on the Board; the extent to which the nominee would diversify the Board; the nominee’s standards of integrity, commitment and independence of thought and judgment; and the need for specialized expertise. Applying these criteria, the Board considers candidates for Board membership suggested by its members, as well as management and shareholders. Shareholders of record may nominate directors in accordance with the Company’s bylaws which require, among other items, notice sent to the Company’s Secretary (i) on or after February 1st and before March 1st of the year in which the meeting will be held, or (ii) not less than 60 days before the date of the meeting if the date of such meeting is earlier than May 1st or later than May 31st in such year. No nominations other than those proposed by the Governance Committee were received for the Annual Meeting.

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    | | 14 |

  50. April 9, 2024

    The table below provides information about each of the Company’s director nominees, including their principal occupations and employment during at least the past five years and their directorships, if any, in public companies other than the Company.

  51. April 9, 2024

    | | Glenn W. Bunting | | | | Director Since: 2014 Age: 79 | Committees: • Audit • Compensation (Chair) • Executive | | Business Experience Mr. Bunting has served as President of GB Corporation since January 2011. From 1985 until 2010, Mr. Bunting served as President and Chief Executive Officer of American KB Properties, Inc., which developed and managed shopping centers. Mr. Bunting was a director of Cornerstone Realty Income Trust, Inc., of which Glade M. Knight was Chairman and Chief Executive Officer, from 1993 until its merger with Colonial Properties Trust in 2005. He also served as a member of the Board of Directors of Landmark Apartment Trust of America until 2016 when it merged with and into an affiliate of Starwood Capital Group. Mr. Bunting served as a director of Apple Two, Apple Five, Apple Seven and Apple Eight until the companies were sold to a third party or merged with the Company, as described in Note 1 below. Mr. Bunting received a Bachelor of Business Administration degree from Campbell University. The Board of Directors believes his extensive management and REIT experience and strong background in commercial real estate, investment, strategic planning, risk management and finance provide him with the skills and qualifications to serve as a director. | | |

  52. April 9, 2024

    | | Jon A. Fosheim | | | | Lead Independent Director Director Since: 2015 Age: 73 | Committees: • Audit • Executive • Nominating and Corporate Governance | | Business Experience Mr. Fosheim was the Chief Executive Officer of Oak Hill REIT Management, LLC from 2005 until his retirement in 2011. Oak Hill REIT Management, LLC is a hedge fund specializing in REIT investments. From 1985 until 2005, Mr. Fosheim was a Principal and Co-founder of Green Street, a real estate analytics firm. Prior to that, Mr. Fosheim worked in institutional sales at Bear Stearns & Co., a global investment bank, and worked in the tax department at Touche Ross and Co. (now Deloitte LLP), an international accounting firm. Mr. Fosheim currently serves on the Board of Directors of DigitalBridge Group, Inc., formerly Colony Capital, Inc., and serves on the Audit Committee and the Compensation Committee of such board. Mr. Fosheim attended the University of South Dakota, earning Bachelor of Arts, Master of Business Administration, and Juris Doctor degrees. The Board of Directors believes his extensive investment management, finance, strategic planning, ESG, risk management and REIT experience and his leadership and management background provide him with the skills and qualifications to serve as a director. | | |

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    | | 15 |

  54. April 9, 2024

    | | Kristian M. Gathright | | | Director Since: 2019 Age: 51 | | Business Experience Ms. Gathright served as Executive Vice President and Chief Operating Officer for the Company from its inception until her retirement on March 31, 2020. In addition, Ms. Gathright held various senior management positions with each of the Apple REIT Companies from inception until they were sold to a third party or merged with the Company, as described in Note 1 below. Prior to her service with these companies, Ms. Gathright served as Assistant Vice President and Investor Relations Manager for Cornerstone Realty Income Trust, Inc., a REIT that owned and operated apartment communities in Virginia, North Carolina, South Carolina, Georgia and Texas. She also worked as an Asset Manager and Regional Controller of the Northern Region Operations for United Dominion Realty Trust, Inc., a REIT, and began her career with Ernst & Young LLP. Ms. Gathright served on the Board of Directors of Spirit Realty Capital, Inc. from 2021 until its merger with Realty Income, Inc. in January 2024. She served on the Nominating and Corporate Governance Committee and Compensation Committee of such board. Ms. Gathright joined Derive Ventures as an advisor in 2022. Ms. Gathright previously served on the Board of Directors of the American Hotel & Lodging Association and as President of the Courtyard Franchise Advisory Council. Ms. Gathright currently serves on the University of Virginia Foundation Board of Directors and the McIntire School of Commerce Foundation Board of Trustees. Ms. Gathright holds a Bachelor of Science degree, Graduate with Distinction, in Accounting from the McIntire School of Commerce at the University of Virginia, Charlottesville, Virginia. The Board of Directors believes her extensive hotel industry and real estate experience and her background in finance, investment, strategic planning, risk management, leadership and management provide her with the skills and qualifications to serve as a director. | |

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    | | 16 |

  56. April 9, 2024

    | | Carolyn B. Handlon | | | | Director Since: 2023 Age: 66 | Committees: • Audit • Nominating and Corporate Governance | | Business Experience Ms. Handlon served as the Executive Vice President, Finance and Global Treasurer, of Marriott International, Inc. (“Marriott”) for more than 17 years until her retirement in April 2022, overseeing the financial health and strategy, global investments, and capital markets for Marriott. Ms. Handlon joined Marriott in 1987 as Corporate Finance Manager and held various positions of increasing seniority and responsibility during her tenure with the company. During her 35 years of leadership experience with Marriott, Ms. Handlon’s areas of responsibility spanned global capital markets, global investment, real estate lending, corporate financial strategy and financial risk management. Instrumental in Marriott’s growth, Ms. Handlon was a key leader in strategic transformations, including the creation of Marriott’s asset-light business models, company spin-offs, and mergers and acquisitions. Prior to joining Marriott, Ms. Handlon worked for the Overseas Private Investment Corporation and for the Continental Illinois National Bank and Trust. Ms. Handlon currently serves on the Board of Directors for Invesco Mortgage Capital Inc. and on the Compensation Committee, the Nomination and Corporate Governance Committee, and as chair of the Audit Committee of such board. Ms. Handlon also serves on the Board of Directors for Science Applications International Corporation and on the Audit Committee and Nominating and Corporate Governance Committee of such board. Ms. Handlon is a member of the Economic Club of Washington, D.C., the National Association of Corporate Directors and Women Corporate Directors. Ms. Handlon holds a Bachelor of Arts degree from Virginia Polytechnic Institute and State University and a Master of Business Administration degree from Indiana University. Ms. Handlon also holds a Corporate Board Certificate from Harvard Business School. The Board of Directors believes her extensive 40-year background in the financial and global markets and real estate industries along with senior leadership, investment, strategic planning, risk management and hotel industry experience provide her with the skills and qualifications to serve as a director. | | |

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    | | 17 |

  58. April 9, 2024

    | | Glade M. Knight | | | | Executive Chairman Director Since: 2007 Age: 80 | Committees: • Executive (Chair) | | Business Experience Mr. Knight is the founder of the Company and has served as Executive Chairman since May 2014, and previously served as Chairman and Chief Executive Officer of the Company since its inception. Mr. Knight was also the founder of each of the Apple REIT Companies and served as their Chairman and Chief Executive Officer from their inception until the companies were sold to a third party or merged with the Company, as described in Note 1 below. In addition, Mr. Knight served as Chairman and Chief Executive Officer of Cornerstone Realty Income Trust, Inc., a REIT, from 1993 until it merged with Colonial Properties Trust, a REIT, in 2005. Following the merger in 2005 until April 2011, Mr. Knight served as a trustee of Colonial Properties Trust. Cornerstone Realty Income Trust, Inc. owned and operated apartment communities in Virginia, North Carolina, South Carolina, Georgia and Texas. Mr. Knight is a partner and the Chief Executive Officer of Energy 11 GP, LLC, and Energy Resources 12 GP, LLC, which are the respective general partners of Energy 11, L.P. and Energy Resources 12, L.P., partnerships focused on investments in the oil and gas industry. Mr. Knight is the founding Chairman of Southern Virginia University in Buena Vista, Virginia. Additionally, he is a founding member of Brigham Young University’s Entrepreneurial Department of the Graduate School of Business Management. The Board of Directors believes his extensive REIT executive experience and extensive background in real estate, the hotel industry, investment, corporate finance, risk management and strategic planning, as well as his entrepreneurial background, provide him with the skills and qualifications to serve as a director. Glade M. Knight is the father of Justin G. Knight, the Company’s Chief Executive Officer, and Nelson G. Knight, the Company’s President, Real Estate and Investments. | | |

  59. April 9, 2024

    | | Justin G. Knight | | | | Chief Executive Officer Director Since: 2015 Age: 50 | Committees: • Executive | | Business Experience Mr. Knight has served as Chief Executive Officer of the Company since May 2014 and served as President of the Company from its inception through March 2020. Mr. Knight also served as President of each of the Apple REIT Companies, except Apple Suites, until they were sold to a third party or merged with the Company, as described in Note 1 below. Mr. Knight joined the Apple REIT Companies in 2000 and held various senior management positions prior to his appointment as President. Mr. Knight currently serves on the Marriott Owners Advisory Council, as President of the Residence Inn Association Board, and as an Owner Representative to the Executive Committee and a member of the Owner Leader Council of the American Hotel & Lodging Association (AHLA). From 2014 to 2023, Mr. Knight served as a member of the AHLA Board of Directors and acted as Chair of such board in 2022. Mr. Knight is also a member of the National Advisory Council of the Marriott School at Brigham Young University, Provo, Utah. Mr. Knight holds a Master of Business Administration degree with an emphasis in Corporate Strategy and Finance from the Marriott School at Brigham Young University. He also holds a Bachelor of Arts degree, Cum Laude, in Political Science from Brigham Young University. The Board of Directors believes his extensive executive experience and REIT industry, hotel industry, risk management, strategic planning, investment, finance and management experience provide him with the skills and qualifications to serve as a director. Justin G. Knight is the son of Glade M. Knight, the Company’s Executive Chairman, and the brother of Nelson G. Knight, the Company’s President, Real Estate and Investments. | | |

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    | | 18 |

  61. April 9, 2024

    | | Blythe J. McGarvie | | | | Director Since: 2018 Age: 67 | Committees: • Nominating and Corporate Governance (Chair) | | Business Experience Ms. McGarvie was a member of the faculty of Harvard Business School, teaching Financial Reporting and Controls on a full-time basis from July 2012 to June 2014. Ms. McGarvie served as Chief Executive Officer and Founder of Leadership for International Finance, LLC, an advisory firm offering consulting services and providing leadership seminars, from 2003 to 2012, where she offered strategic reviews and leadership seminars for improved decision-making for corporate and academic groups. From 1999 to 2002, Ms. McGarvie was the Executive Vice President and Chief Financial Officer of BIC Group, a publicly traded consumer goods company with operations in 36 countries. Prior to that, Ms. McGarvie served as Senior Vice President and Chief Financial Officer of Hannaford Bros. Co., a Fortune 500 retailer, and Chief Administrative Officer of Sara Lee Corporation for the Pacific Rim. Ms. McGarvie currently serves on the boards of directors of LKQ Corporation (“LKQ”) (since 2012), Sonoco Products Company (“Sonoco”) (since 2014), Cineworld PLC (since 2023) and Wawa, Inc. (since 1998). She serves as chair of the Audit Committee and a member of the Governance/Nominating Committee for LKQ, as chair of the Financial Policy Committee and a member of the Audit Committee and Employee and Public Responsibility Committee for Sonoco and as chair of the Audit Committee and a member of the Nominating/Governance Committee for Cineworld PLC. Ms. McGarvie previously served on the boards of directors of Accenture plc, Viacom Inc., Pepsi Bottling Group, Inc., The Travelers Companies, Inc. and Lafarge North America. Ms. McGarvie is a Certified Public Accountant and holds a Bachelor of Arts degree in Economics from Northwestern University, Evanston, Illinois, and a Master of Business Administration from Northwestern University’s J.L. Kellogg Graduate School of Management. The Board of Directors believes her extensive experience serving on a wide range of boards, as well as her strong finance, accounting, strategic planning, ESG, and risk management background and entrepreneurial success provide her with the skills and qualifications to serve as a director. | | |

  62. April 9, 2024

    | | L. Hugh Redd | | | | Director Since: 2015 Age: 66 | Committees: • Audit (Chair) • Compensation | | Business Experience Mr. Redd was the Senior Vice President and Chief Financial Officer of General Dynamics Corporation, an aerospace and defense company, until December 2013. He had worked for General Dynamics Corporation since 1986, serving as a Senior Financial Analyst and also as Vice President and Controller of General Dynamics Land Systems in Sterling Heights, Michigan. He received a Bachelor of Science degree in Accounting from Brigham Young University and a Master in Professional Accounting degree from the University of Texas. He is also a Certified Public Accountant. Mr. Redd currently serves as Chairman of the Board of Trustees for Southern Virginia University in Buena Vista, Virginia. The Board of Directors believes his extensive financial and accounting experience, as well as his strategic planning, risk management and public company management experience, provide him with the skills and qualifications to serve as a director. | | |

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    | | 19 |

  64. April 9, 2024

    | | Howard E. Woolley | | | | Director Since: 2021 Age: 66 | Committees: • Compensation • Nominating and Corporate Governance | | Business Experience Mr. Woolley has served as President and Chief Executive Officer of Howard Woolley Group, LLC, a government relations, public policy and regulatory risk advisory firm serving large technology and wireless industry corporations, since 2015. His firm has also provided diversity, equity, and inclusion advice to clients. Prior to founding Howard Woolley Group, LLC, Mr. Woolley served as Senior Vice President Wireless Policy and Strategic Alliances for Verizon Communications Inc. (“Verizon”). During his tenure at Verizon, Mr. Woolley led the federal and state government relations for Verizon Wireless which contributed to the company’s growth and expansion. He advised all CEOs of Verizon Wireless on public policy from the company’s founding in 2000 until his retirement in 2013. From 1981 until 1993, Mr. Woolley served in various congressional affairs and regulatory public policy positions ultimately rising to the position of Vice President, Regulatory Affairs, with the National Association of Broadcasters. Mr. Woolley currently serves as the Lead Independent Director on the Board of Directors for Somos, Inc., a telecommunications registry management and data solutions company, and serves on the Executive Committee, the Nominating and Governance Committee and as chair of the Compensation Committee of such board. Mr. Woolley also serves on the Allianz Life Insurance Company of North America Board of Directors where he is a member of the Audit Committee and the Nomination, Evaluation and Compensation Committee. Mr. Woolley also serves on the Board of Directors for the Allianz Life Insurance Company of New York. Mr. Woolley serves on the Board of Trustees for Johns Hopkins University and the Board of Trustees for Johns Hopkins Medicine and the Executive Committee of such board, and co-chairs the Johns Hopkins University and Medicine External Affairs and Community Engagement Committee. Mr. Woolley is on the Board of Trustees for Syracuse University and serves on the Audit and Risk, Academic Affairs and Executive Committees for such board. Beginning in 2010, Mr. Woolley served on the boards of leading civil rights organizations including the National Urban League. Mr. Woolley holds a Bachelor of Science degree from the S.I. Newhouse School of Public Communications at Syracuse University and a Master of Administrative Sciences degree in business from Johns Hopkins University. Mr. Woolley is a National Association of Corporate Directors Governance Fellow. He is frequently asked to participate as a panelist on board leadership topics for organizations such as the Executive Leadership Council. The Board of Directors believes his extensive leadership and governance experience, as well as his experience in strategic planning, ESG, public policy, regulatory, risk management and government affairs, provide him with the skills and qualifications to serve as a director. | | |

  65. April 9, 2024

    Below are the “Apple REIT Companies” that were sold to a third party or merged with the Company. All of the Apple REIT Companies, founded by Glade M. Knight, were REITs with ownership of primarily rooms-focused hotels.

  66. April 9, 2024

    | Company | Formation Date | Sale/Merger Description | | Apple Suites, Inc. (“Apple Suites”) | 1999 | Merged with Apple Hospitality Two, Inc. in January 2003 | | Apple Hospitality Two, Inc. (“Apple Two”) | 2001 | Sold to an affiliate of ING Clarion in May 2007 | | Apple Hospitality Five, Inc. (“Apple Five”) | 2002 | Sold to Inland American Real Estate Trust, Inc. in October 2007 | | Apple REIT Six, Inc. (“Apple Six”) | 2004 | Sold to an affiliate of Blackstone Real Estate Partners VII in May 2013 | | Apple REIT Seven, Inc. (“Apple Seven”) | 2005 | Merged with the Company in March 2014 | | Apple REIT Eight, Inc. (“Apple Eight”) | 2007 | Merged with the Company in March 2014 | | Apple REIT Nine, Inc. (“Apple Nine”) | 2007 | Original name of the Company. Name changed to Apple Hospitality REIT, Inc. in March 2014 | | Apple REIT Ten, Inc. (“Apple Ten”) | 2010 | Merged with the Company in September 2016 |

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    | | 20 |

  68. April 9, 2024

    CORPORATE GOVERNANCE Board of Directors. The Company’s Board of Directors has determined that all of the Company’s directors (and nominees for director), except Glade M. Knight and Justin G. Knight, are “independent” within the meaning of the rules of the New York Stock Exchange (“NYSE”). Due to her previous employment by the Company, Kristian M. Gathright was not considered independent within the meaning of the rules of the NYSE until October 2023. In making this determination, the Board considered all relationships between the applicable director and the Company, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. The Board has adopted a categorical standard that a director is not independent (a) if he or she receives any personal financial benefit from, on account of or in connection with a relationship between the Company and the director (excluding directors’ fees and equity-based awards); (b) if he or she is a partner, officer, employee or managing member of an entity that has a business or professional relationship with, and that receives compensation from, the Company; or (c) if he or she is a non-managing member or shareholder of such an entity and owns 10% or more of the membership interests or common stock of that entity. The Board may determine that a director with a business or other relationship that does not fit within the categorical standard described in the immediately preceding sentence is independent, but in that event, the Board is required to disclose the basis for its determination in the Company’s then current annual Proxy Statement. In order to optimize the effectiveness and independence of the Board, the independent directors have designated an independent, non-employee director to serve as the Company’s Lead Independent Director, which currently is held by Jon A. Fosheim. See “Committees of the Board and Board Leadership.” Code of Ethics. The Board has adopted a Code of Business Conduct and Ethics for the Company’s officers, directors and employees, which is available at the Company’s website, www.applehospitalityreit.com. The purpose of the Code of Business Conduct and Ethics is to promote (a) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and (c) compliance with all applicable rules and regulations that apply to the Company and its officers, directors and employees. Any waiver of the Code of Business Conduct and Ethics for the Company’s executive officers or Board may be made only by the Board or one of the Board’s committees. The Company anticipates that any waivers of the Code of Business Conduct and Ethics will be posted on the Company’s website. Corporate Governance Guidelines. The Board has adopted Corporate Governance Guidelines that set forth the guidelines and principles for the conduct of the Board of Directors, which is available at the Company’s website, www.applehospitalityreit.com. The Corporate Governance Guidelines reflect the Board of Directors’ 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. Risk Oversight. The Board believes that risk oversight is a key function of a board of directors. It administers its oversight responsibilities through its Audit Committee, Governance Committee and Compensation Committee. All members of each of these committees are independent directors. The entire Board is kept abreast of and involved in the Company’s risk oversight process. It is through the approval of officers and compensation plans, as well as management updates on property performance, industry performance, financing strategy, acquisitions and dispositions strategy and capital improvements, that the Board has input to manage the Company’s various risks. Additionally, through the Audit Committee, the Board reviews management’s and independent auditors’ reports on the Company’s internal controls and any associated potential risks of fraudulent activities as well as risks related to cybersecurity. In 2022, the Board approved changes to the Charter of the Governance Committee to formalize the Governance Committee’s role in reviewing the Company’s policies, programs and practices related to corporate responsibility and sustainability and climate-related risks and opportunities. In 2023, the Board approved amendments to the Charter of the Audit Committee to formally expand the Audit Committee’s oversight of risk management policies to include those related to cybersecurity. Through the Compensation Committee, the Board oversees risk related to compensation practices with the objective of balancing risk/rewards to overall business strategy, including the Company’s corporate responsibility initiatives. Risk oversight is also one of the factors considered by the Board in

  69. April 9, 2024

    | | 21 |

  70. April 9, 2024

    establishing its leadership structure. The Company has separated the roles of Executive Chairman and Chief Executive Officer to create a leadership structure that the Board believes strikes the appropriate balance between the authority of those who oversee the Company and those who manage it on a day-to-day basis and also has a Lead Independent Director to optimize the effectiveness and independence of the Board. Shareholder Communications. The Company and the Board value the views and opinions of the Company’s shareholders and believe strong corporate governance practices demand consistent outreach, effective communication and regular engagement with shareholders. Regular shareholder engagement better positions the Company to: understand which issues are most important to its shareholders and provide relevant information; • provide transparency related to its business, operations, strategies, governance and compensation; • recognize expectations for future performance; • identify emerging issues that may affect its business, operations, strategies, governance or compensation; and • obtain valuable feedback for its business and the lodging industry in general. The Company’s shareholder and investor interaction includes the Company’s annual meeting of shareholders, industry conferences, analyst meetings, investor road shows, property tours and individual meetings, both in person and virtually. The Company also provides information to stakeholders through its website, quarterly earnings calls, SEC filings, Proxy Statement, news releases, investor presentations and other communication channels. Shareholders and other interested parties may send communications to the Board or to specified individual directors. Any such communications should be directed to the attention of the Lead Independent Director at Apple Hospitality REIT, Inc., 814 East Main Street, Richmond, Virginia 23219. The Lead Independent Director will decide what action should be taken with respect to the communication, including whether such communication should be reported to the full Board. Share Ownership Guidelines. The Board believes that equity ownership by directors and executive officers will align their interests with shareholders’ interests. To that end, the Company has adopted formal share ownership guidelines, included in the Company’s Corporate Governance Guidelines, applicable to all of its directors and executive officers. On an annual basis, the Company evaluates the ownership status of the directors and executive officers. Directors and executive officers are required to own securities of the Company with a value equal to the following multiple of their annual base cash retainer (for directors) or their annual base salary (for executive officers):

  71. April 9, 2024

    | Directors | 4x | | Chief Executive Officer | 5x | | Other executive officers | 3x |

  72. April 9, 2024

    New directors and the Chief Executive Officer are required to comply with the ownership requirements within two years of becoming a member of the Board or Chief Executive Officer and other new executive officers are required to comply with the ownership requirements by January 1st of the year following the fourth anniversary of being named an executive officer. All current directors and executive officers have either met the equity ownership levels of the guidelines or are within the applicable transition period. The Governance Committee may waive the stock ownership requirements in the event of financial hardship or other good cause. Hedging and Pledging of Company Securities. The Company’s Insider Trading Policy prohibits directors and employees, including the executive officers, from hedging their ownership of the Company’s stock, including a prohibition on engaging in the following transactions: (i) trading in call or put options involving the Company’s securities and other derivative securities; (ii) engaging in short sales of the Company’s securities; (iii) holding the Company’s securities in accounts that are subject to margin calls; (iv) other hedging or monetization transactions related to the Company’s securities, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and

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    | | 22 |

  74. April 9, 2024

    exchange funds; and (v) pledging more than 50% of the number of the Company’s securities held individually to secure loans. Compensation Recovery Policy. In accordance with implementing regulations of the Dodd-Frank Act and associated listing standards, in 2023 the Board adopted an incentive Compensation Recovery Policy that provides for the mandatory recovery of incentive-based compensation from current and former executives that was erroneously awarded during the three years preceding the date that the Company is required to prepare an accounting restatement in which the restated financial reporting measure resulted in a lower incentive award. Refer to Exhibit 97 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for a copy of the Company's Compensation Recovery Policy. Board Self-Evaluation. Pursuant to the Company’s Corporate Governance Guidelines and the charters of the Compensation, Audit and Governance Committees of the Board of Directors, the Governance Committee oversees the annual self-evaluation of the Board and each committee. The self-evaluation requires each director to complete a detailed questionnaire soliciting input on matters such as board structure and composition, committee structure, board and committee meeting conduct, board support, education, and board and committee performance. The Governance Committee reports the assessments to the Board, and if the Board determines that changes in its governance practices need to be made, management and the Governance Committee will work with the Board to implement the necessary changes.

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  76. April 9, 2024

    COMMITTEES OF THE BOARD AND BOARD LEADERSHIP Summary. The Board of Directors has four standing committees, which are specified below. The following table shows each committee’s function, membership and the number of meetings held during 2023:

  77. April 9, 2024

    | Executive Committee | Number of Meetings During 2023: | 0 | | Members Glade M. Knight(1) Glenn W. Bunting Jon A. Fosheim Justin G. Knight | Responsibilities Has all powers vested in the Board of Directors, except powers specifically withheld under the Company’s bylaws or by law. | | | Audit Committee | Number of Meetings During 2023: | 5 | | Members L. Hugh Redd(1)(2) Glenn W. Bunting Jon A. Fosheim(2) Carolyn B. Handlon (2)(3) | Responsibilities Responsibilities are outlined in its written charter that is available at the Company’s website, www.applehospitalityreit.com, and include oversight responsibility relating to the integrity of the Company’s consolidated financial statements and financial reporting processes. The Audit Committee also oversees the Company’s overall risk profile and risk management policies including those related to cybersecurity. A report by the Audit Committee appears in a following section of this Proxy Statement. | | | Compensation Committee | Number of Meetings During 2023: | 2 | | Members Glenn W. Bunting(1) L. Hugh Redd Howard Woolley | Responsibilities Responsibilities are outlined in its written charter that is available at the Company’s website, www.applehospitalityreit.com, and include administration of the Company’s compensation and incentive plans for the Company’s executive officers and oversight of the Company’s compensation practices. | | | Nominating and Corporate Governance Committee | Number of Meetings During 2023: | 3 | | Members Blythe J. McGarvie(1) Jon A. Fosheim Howard E. Woolley Carolyn B. Handlon (3) | Responsibilities Responsibilities are outlined in its written charter that is available at the Company’s website, www.applehospitalityreit.com, and include oversight of all aspects of the Company’s corporate governance, director compensation, and nominations process for the Board of Directors and its committees. The Governance Committee also reviews the Company’s policies, programs and practices related to corporate responsibility and sustainability, including environmental and related risks, social, human capital and other matters. | |

  78. April 9, 2024

    (1) Indicates the Committee Chair. (2) Indicates Audit Committee Financial Expert. Following her appointment to the Board of Directors on March 1, 2023, Ms. Handlon was appointed to the Audit Committee and Governance Committee, effective March 24, 2023.

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  80. April 9, 2024

    Board Leadership. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single generally accepted approach to providing Board leadership and the right Board leadership structure may vary as circumstances warrant. Consistent with this understanding, the independent directors periodically consider the Board’s leadership structure. Currently, the roles of Executive Chairman and Chief Executive Officer are held by different directors. Glade M. Knight serves as Executive Chairman and Justin G. Knight serves as Chief Executive Officer. The Board believes that this structure provides the appropriate balance between the authority of those who oversee the Company and those who manage it on a day-to-day basis. The Executive Chairman of the Board presides at all meetings of the shareholders and of the Board as a whole. The Executive Chairman performs such other duties, and exercises such powers, as from time to time shall be prescribed in the bylaws or by the Board. Additionally, the Board has appointed Jon A. Fosheim to serve as Lead Independent Director. The Lead Independent Director’s responsibilities include, among other things, presiding at meetings or executive sessions of the independent directors and non-employee directors, serving as a liaison to facilitate communications between the Executive Chairman, the Chief Executive Officer and other members of the Board, without inhibiting direct communications between and among such persons, and serving as a liaison to shareholders who request direct communications and consultations with the Board. Audit Committee Independence. The Board of Directors has determined that each current member of the Audit Committee is “independent” as defined in the listing standards of the NYSE. To be considered independent, a member of the Audit Committee must not (other than in his or her capacity as a director or committee member, and subject to certain other limited exceptions) either (a) accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any subsidiary; or (b) be an affiliate of the Company or any subsidiary. The Audit Committee currently has three members, Jon A. Fosheim, L. Hugh Redd and Carolyn B. Handlon, who are “financial experts” within the meaning of the regulations issued by the Securities and Exchange Commission. The Company’s management believes that the combined experience and capabilities of the Audit Committee members are sufficient for the current and anticipated operations and needs of the Company. In this regard, the Board has determined that each Audit Committee member is “financially literate” and that at least three members have “accounting or related financial management expertise,” as all such terms are defined by the rules of the NYSE. Board Meetings, Attendance and Related Information. The Board held a total of three meetings during 2023 (including regularly scheduled and special meetings). It is the policy of the Company that directors should attend each annual meeting of shareholders. All directors serving at the time of the meeting attended the 2023 Annual Meeting. The Company also expects directors to attend each regularly scheduled and special meeting of the Board, but recognizes that, from time to time, other commitments may preclude full attendance. In 2023, each director attended at least 75% of the aggregate of (a) the total number of meetings of the Board of Directors that were held during the period in which he or she was a director, and (b) the total number of meetings held by all committees of the Board on which he or she served during the period in which he or she served. Executive Sessions. The independent members of the Board of Directors meet independently of management and the non-independent directors in executive sessions on a regular basis, presided by the Lead Independent Director. During 2023, the independent members of the Board of Directors met four times.

  81. April 9, 2024

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  82. April 9, 2024

    2023 COMPENSATION OF DIRECTORS The compensation of the directors is reviewed and approved annually by the Board of Directors. During 2023, the directors of the Company were compensated as follows: Reimbursements to Directors in 2023. All directors were reimbursed by the Company for travel and other out-of-pocket expenses incurred by them to attend the annual shareholder meeting, meetings of the directors and committee meetings and in conducting the business of the Company. Compensation of Non-Employee Directors. In 2023, the non-employee directors (classified by the Company as all directors other than Glade M. Knight and Justin G. Knight), received the following compensation in quarterly installments:

  83. April 9, 2024

    | Position Held | 2023 Compensation | | Board of Directors - Annual Retainer (payable in cash) | $70,000 | | Board of Directors - Annual Retainer (payable in Common Shares) | 115,000 | | Audit Committee Chair (in addition to fees for service on Disclosure Committee) | 20,000 | | Compensation Committee Chair | 15,000 | | Nominating and Corporate Governance Committee Chair | 15,000 | | Lead Independent Director | 15,000 |

  84. April 9, 2024

    In January 2024, the Governance Committee engaged Ferguson Partners Consulting L.P. (“FPC”) to evaluate the non-employee directors' compensation. Utilizing the same peer group that was updated for 2024 executive incentive compensation discussed below under “Compensation Discussion and Analysis,” FPC indicated the annual retainer (inclusive of cash and equity) paid to the non-employee directors, was determined to be near the median of the peer group, ranking in the 50th - 62nd percentile, but noting that the portion of total compensation paid in the form of equity was amongst the highest of the peer group, ranking in the top decile. Separately, FPC noted that compensation paid for committee chair retainers was at the lower end of the peer group, below the 25th percentile and that payment of annual committee retainers for other committee members was customary. After reviewing the report and considering FPC’s assessments, the Governance Committee recommended to the Board of Directors a change to the non-employee directors’ compensation to provide for annual committee retainers for non-chair committee members and to increase the committee chair retainers. The Governance Committee believes the change was important to continue to attract and retain superior board members. Upon review and discussion of the Governance Committee’s recommendation, the Board of Directors approved the following updates to the non-employee director compensation effective beginning March 1, 2024: (i) an annual retainer for the Chair of the Audit Committee of $25,000 (in addition to fees for service on the Company’s Disclosure Committee) paid in cash in quarterly installments; (ii) an annual retainer for the Chair of the Compensation Committee and the Chair of the Governance Committee of $20,000, each paid in cash in quarterly installments; (iii) an annual retainer for the Lead Independent Director of $30,000, paid in cash in quarterly installments; and (iv) an annual committee retainer of $10,000 for each committee served for non-chair committee members, each paid in cash in quarterly installments. Non-Employee Director Deferral Program. Effective June 1, 2018, the Board of Directors adopted the Non-Employee Director Deferral Program (the “Director Deferral Program”) for the purpose of providing non-employee members of the Board the opportunity to elect to defer receipt of all or a portion of the annual retainer payable to them for their service on the Board, including the portion of the annual retainer amounts payable in cash (including for service as a Chair of a committee of the Board or Lead Independent Director) and the portion of the annual retainer amounts payable in fully vested Common Shares. As specified by the director, the receipt of payment may be deferred until either (i) the date that his or her service on the Board has ended, (ii) a specified date, or (iii) the earlier of the specified date or the date that his or her service on the Board has ended. The deferred amounts will also be paid if, prior to the time specified by the director, the Company experiences a change in control or upon death of the director. For the portion of the director fees payable in shares, the director may elect to defer his or her fees in the form of deferred

  85. April 9, 2024

    | Director | Fees Earned or Paid in Cash (1) | Share Awards (2) | All Other Compensation (3) | Total | | Glenn W. Bunting | $85,000 | $115,003 | $— | $200,003 | | Jon A. Fosheim | 85,000 | 115,003 | 35,335 | 235,338 | | Kristian M. Gathright | 70,000 | 115,003 | — | 185,003 | | Carolyn B. Handlon (4) | 58,333 | 86,259 | — | 144,592 | | Blythe J. McGarvie | 85,000 | 115,003 | — | 200,003 | | L. Hugh Redd | 94,000 | 115,003 | 29,430 | 238,433 | | Howard E. Woolley | 70,000 | 115,003 | 18,442 | 203,445 |

  86. April 9, 2024

    Ms. Handlon became a member of the Board of Directors on March 1, 2023. Outstanding Stock Option Awards. In 2008, the Company adopted the Apple REIT Nine, Inc. 2008 Non-Employee Directors Stock Option Plan (the “Directors’ Plan”). The Directors’ Plan provided for automatic grants of options to acquire Common Shares. The Directors’ Plan applied to directors of the Company who were not employees or executive officers of the Company. The Directors’ Plan was terminated effective upon the listing of the Company’s Common Shares on the NYSE on May 18, 2015 (the “Listing”). No further grants can be made under the Directors’ Plan, provided however, the termination did not affect any outstanding director option awards previously issued under the Directors’ Plan. Following the termination of the Directors’ Plan, all awards to directors are made under the 2014 Omnibus Incentive Plan. See “Ownership of Certain Beneficial Owners and Management” for the number of outstanding options that were granted to Glenn W. Bunting under the Directors’ Plan, which are all fully vested, as of March 26, 2024. Since adoption of the Directors’ Plan, Mr. Bunting has not exercised any of his options to acquire Common Shares. The directors did not have any other outstanding option awards as of the Record Date.

  87. 50% on operational performance goals and metrics

    50% on operational performance goals and metrics The 2023 incentive compensation plan was based on five discretionary operational performance goals, two objective operational performance metrics and six objective shareholder return metrics. To further align interests with its shareholders, 75% of the target incentive compensation was payable in Common Shares of the Company, of which one-third was restricted and subject to a one-year vesting period and the remaining two-thirds being vested at issuance. Based on FPC’s 2023 peer group report discussed below, at that time the Company had the highest percentage of target executive compensation based on objective share and operating performance targets compared to its peer group.

  88. 50% on operational performance goals and metrics

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  89. 50% on operational performance goals and metrics

    General Philosophy and Objectives The Company’s executive compensation philosophy continues to focus on attracting, motivating and retaining a superior management team that can maximize shareholder value. The compensation arrangements are designed to reward performance relative to financial and other metrics that the Company believes are key metrics that will enhance shareholder value and to reward executive officers for performance at levels that the Compensation Committee believes to be competitive with other public hospitality REITs. The compensation arrangements consist of both base salary and incentive compensation which is intended to incentivize executive officers to manage the Company in a prudent manner without encouraging unnecessary risk-taking. In establishing the compensation arrangements, the Compensation Committee believes the best way to maintain the alignment of management and shareholder objectives is to have a larger variable component tied to key metrics. On average, approximately 81% of target compensation of the NEOs was designed to be variable in 2023. The incentive goals in the incentive compensation program are set at competitive levels which are expected to require stretch performance but are believed to be achievable. The Compensation Committee also reviews and considers the management team’s overall compensation. The Company has not adopted a formal policy or guideline for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. Role of the Compensation Committee Pursuant to the Compensation Committee’s charter, the Compensation Committee assists the Board of Directors in discharging the Board of Directors’ responsibilities relating to compensation of the Company’s officers. The Compensation Committee’s duties and responsibilities include, among other things, the following: • annually review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, and after evaluating performance in light of those goals and objectives, approve compensation of the Chief Executive Officer; • annually review corporate goals and objectives relevant to the compensation of the executive management officers of the Company, and after evaluating performance in light of those goals and objectives, approve compensation of the executive management officers, other than the Chief Executive Officer; and • review and make periodic recommendations to the Board of Directors with respect to the general compensation, benefits and perquisites policies and practices of the Company. The Compensation Committee’s charter permits it to delegate its functions to one or more subcommittees as permitted by law and to retain consultants and other advisors to assist the Compensation Committee in carrying out its duties in evaluation of executive officer compensation. In reviewing the Company’s executive compensation structure, the Compensation Committee evaluates data regarding executive compensation paid by, and executive compensation plans of, other public hospitality REITs and other peer group information which has been provided approximately every two years from 2014 to 2023 by FPC, and then again in 2024. The Compensation Committee utilizes FPC’s recommendations in conjunction with market data to determine annual executive compensation. Target compensation for 2023 for each NEO was approved by the Compensation Committee after consideration of each individual’s experience in their position and the industry, the risks and deterrents associated with their positions, the anticipated difficulty to replace the individual, and total compensation paid to each NEO in prior years.

  90. 50% on operational performance goals and metrics

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  91. 50% on operational performance goals and metrics

    Role of the Chief Executive Officer In connection with determining compensation of executive officers, the Compensation Committee has sought input from the Company’s Chief Executive Officer. Any recommendations given by the Chief Executive Officer will be based upon the 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 the Chief Executive Officer’s recommendations, and in its sole discretion determines all executive officer compensation. Compensation Consultant The Compensation Committee periodically consults with FPC as its independent executive compensation consultant regarding compensation arrangements. The Compensation Committee’s charter authorizes the Compensation Committee to retain or obtain the advice of a compensation consultant to advise it in the evaluation of executive officer compensation. In connection with developing the executive compensation structure and making executive compensation decisions, the Compensation Committee relies upon FPC to: • advise the Compensation Committee on the principal aspects of the executive compensation program; • assist in the selection of a group of peer companies (based on, among other things, industry, size and asset type); • provide information on the compensation structures of and the compensation paid to executive officers by peer companies; • advise on appropriate levels of compensation; and • advise on compensation trends within the real estate industry. Peer Group Information In connection with its comprehensive review of the executive compensation arrangements for all of the Company’s executive officers, the Compensation Committee relies upon FPC to provide, among other things, compensation information and data regarding executive officers in the Company’s peer group. The peer group compensation information and data are one factor the Compensation Committee considers in establishing the Company’s executive compensation arrangements. In January 2023, FPC presented a report to the Compensation Committee, which was used in establishing the 2023 incentive compensation program, including an overall median market capitalization for 2022 for the peer group of approximately $2.0 billion (the Company’s market capitalization for 2022 that was used in FPC's 2023 report was $3.9 billion). In February 2023, when the 2023 incentive compensation program for the Company's NEOs was approved by the Compensation Committee, the peer group, identified in the table below, consisted of the nine public company REITs in the hospitality industry with market capitalization closest to the Company.

  92. 50% on operational performance goals and metrics

    | DiamondRock Hospitality Company ("DRH") | Hersha Hospitality Trust ("HT") | | Host Hotels & Resorts, Inc. ("HST") | Park Hotels & Resorts Inc. ("PK") | | Pebblebrook Hotel Trust ("PEB") | RLJ Lodging Trust ("RLJ") | | Summit Hotel Properties, Inc. ("INN") | Sunstone Hotel Investors, Inc. ("SHO") | | Xenia Hotels & Resorts, Inc. ("XHR") | |

  93. 50% on operational performance goals and metrics

    The Compensation Committee believes the peer group above represented companies with which the Company competed for talent and business at the time the 2023 incentive compensation program was approved. The Compensation Committee used data from the peer group in the table listed above to provide the Compensation Committee with a context in which to make base salary determinations and decisions regarding appropriate payout levels for incentive compensation at the time the 2023 incentive compensation program was approved in February 2023.

  94. 50% on operational performance goals and metrics

    | | 41 |

  95. 50% on operational performance goals and metrics

    Elements of Executive Compensation The Company’s executive compensation arrangements consist of base salary and incentive compensation. The incentive compensation for 2023 consists of operational metrics and goals and shareholder return metrics with target inventive compensation paid 25% in cash and 75% through equity awards. Annual Base Salary Annual base salary is a fixed level of compensation that reflects each NEO’s position and individual performance and is intended to comprise, on average, approximately 20% of each NEO’s target compensation. Base salary is designed to serve as a retention tool throughout the executive’s career. In determining base salaries, the Compensation Committee considers the salary information and data obtained for the executive officers in the peer group of companies identified above, each executive officer’s role and responsibility, unique skills, future potential with the Company, and internal pay equity considerations. After evaluating these factors, the Compensation Committee approved the following annual base salary of each NEO.

  96. 50% on operational performance goals and metrics

    | | 2023 Annual Base Salary (1) | 2022 Annual Base Salary (1) | | Justin G. Knight | $635,000 | $596,525 | | Nelson G. Knight | 520,000 | 467,500 | | Elizabeth S. Perkins | 515,000 | 446,250 | | Karen C. Gallagher | 480,000 | 446,250 | | Rachel S. Labrecque | 440,000 | 412,500 |

  97. 50% on operational performance goals and metrics

    Annual base salary represents the annual base salary rate approved by the Compensation Committee.

  98. 50% on operational performance goals and metrics

    | | 42 |

  99. 50% on operational performance goals and metrics

    Incentive Compensation The NEOs are eligible to earn variable incentive compensation awards designed to reward the achievement of annual operational/financial performance measures and annual/multi-year total shareholder return measures. The Compensation Committee establishes target annual incentive award opportunities for each NEO, consisting of an annual cash payment award and an equity compensation award opportunity, following an analysis of market information and data for executive officers in the peer group of companies identified above, each executive officer’s role and responsibility, unique skills, future potential with the Company, and internal pay equity considerations. 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 incentive compensation award. For 2023, approximately 75% of the target incentive compensation of the NEOs was intended to be provided through equity awards and the remainder as an annual cash payment award, with one-third of the target equity award being restricted and subject to a one-year vesting period and the remaining two-thirds of the target equity award being fully vested. Target incentive compensation awards earned upon the achievement of the performance goals and metrics consist of (i) for the shareholder return metrics discussed below, one-half of the total award in restricted Common Shares that vest on the second Friday of December in the year issued, i.e., December 13, 2024, and the remaining one-half in fully vested Common Shares and (ii) for the operating performance goals and metrics discussed below, one-half of the total award in fully vested Common Shares and the other half of the award as the annual cash payment award. The Compensation Committee’s normal practice is to adopt annual performance measures for the annual incentive compensation awards following a review of the Company’s business plan and budget, which typically occurs in February of each year. NEOs employed as of the end of the year are eligible to receive incentive compensation awards to be determined pursuant to a weighted average formula based on the achievement of certain performance measures, consisting of shareholder return metrics and operational performance measures.

  100. Performance Measures

    Performance Measures In February 2023, the Compensation Committee adopted performance measures for the 2023 incentive compensation awards, consisting of shareholder return metrics and operational performance goals and metrics, following a review of the Company’s business plan for the year. At the time the performance goals and metrics were set, the Compensation Committee believed that the goals and metrics that had been established were substantially uncertain to be achieved.

  101. Performance Measures

    | | 43 |

  102. Performance Measures

    The Compensation Committee determined that the operational performance measures for 2023 would be split between objective financial metrics and discretionary operational goals based on management's ability to execute on certain business objectives in a challenging economic environment, but the shareholder return performance measures should be based on objective metrics (consistent with the Company's past practice). The Compensation Committee did not set separate performance goals for individual executive officers. As described in greater detail in the sections that follow, the incentive compensation awards for 2023 were based on the following operational and shareholder return performance goals and metrics and resulted in the following payout achievement levels:

  103. Performance Measures

    | | Annual Incentive Compensation Award | Established Goals for 2023 | | | 2023 Actual | 2023 Actual | | | Weighting | Threshold | Target | Maximum | Results | Payout | | Operational Performance Goals and Metrics | | | | | | | | Total Revenue | 12.5% | $1,200,000 | $1,300,000 | $1,380,000 | $1,343,800 | 19.3% | | MFFO per share | 12.5% | $1.31 | $1.55 | $1.75 | $1.60 | 15.6% | | Manage capital structure | 5.0% | Threshold performance | Target performance | Maximum performance | Maximum | 10.0% | | Evaluate and pursue accretive transactions | 5.0% | Threshold performance | Target performance | Maximum performance | Maximum | 10.0% | | Manage labor costs and improve employee productivity | 5.0% | Threshold performance | Target performance | Maximum performance | Target | 5.0% | | Enhance ESG reporting | 5.0% | Threshold performance | Target performance | Maximum performance | Target | 5.0% | | Augment internal business intelligence tools | 5.0% | Threshold performance | Target performance | Maximum performance | Above Target | 7.5% | | Shareholder Return Metrics | | | | | | | | Total shareholder one-year return | 4.2% | 4.0% | 7.0% | 10.0% | 12.2% | 8.3% | | Total shareholder two-year return | 4.2% | 7.0% | 13.0% | 19.0% | 14.9% | 5.5% | | Total shareholder three-year return | 4.2% | 11.0% | 18.0% | 27.0% | 44.1% | 8.3% | | Total shareholder one-year return relative to peer group | 12.5% | 30th percentile | 55th percentile | 75th percentile | 96th percentile | 25.0% | | Total shareholder two-year return relative to peer group | 12.5% | 30th percentile | 55th percentile | 75th percentile | 100th percentile | 25.0% | | Total shareholder three-year return relative to peer group | 12.5% | 30th percentile | 55th percentile | 75th percentile | 100th percentile | 25.0% |

  104. Performance Measures

    The Compensation Committee believes that each of the goals and metrics set for 2023 reflect key measurements of the Company’s operational, financial and shareholder return performance. The following summarizes how the Company measured each goal or metric, as well as how the Company performed in 2023.

  105. Operational Performance Goals and Metrics

    Operational Performance Goals and Metrics Due to the overall economic uncertainty and specific pressures facing the lodging industry in 2023, the Compensation Committee set a mix of discretionary operational goals and objective metrics for the operating performance measures of 2023. The amounts actually payable to each NEO with respect to the operational performance goals were determined within the Compensation Committee’s discretion after an evaluation of performance against each goal. Due to economic uncertainties, the Compensation Committee did not assign a specific pre-determined payout level of performance for each operating performance goal, as they were not based on quantitative performance measures. Instead, the Compensation Committee engaged in a detailed review of the performance with respect to each goal, progress towards the goal, and benefits realized by the Company, among other factors. In order to assess performance for the executive officers, during this evaluation, the Compensation Committee assigned weightings for each goal, with no single goal exceeding 10% of the potential payout attributable to the operational goals for the year. After a rigorous evaluation process, the Compensation Committee then determined the payout level, which would be at one of the following levels: target (100% payout, equal to the assigned weighting), threshold (50% payout, equal to half of the assigned weighting) or maximum (200% payout, equal to two times the assigned weighting).

  106. Operational Performance Goals and Metrics

    | | 44 |

  107. Operational Performance Goals and Metrics

    The operational performance goals (not including operational performance metrics) for 2023 consisted of the following:

  108. Operational Performance Goals and Metrics

    | Goal | Initial Weighting (As a % of Operational Goals) | Achievement | Performance Summary | | Effectively manage capital structure to include refinancing/paying off debt with 2023 maturities | 10% | Maximum | • Successfully repaid four secured mortgage loans totaling $37 million, increasing the number of unencumbered hotels at year end to 210. • Successfully extended the maturity date on $50 million of the Company's $225 million term loan facility by two years to August 2025. • Issued 12.8 million Common Shares under the ATM program at a weighted average market price of $17.05 per Common Share for total net proceeds of $216 million. | | Evaluate and pursue accretive transactions | 10% | Maximum | • Acquired six properties during 2023 which improved the Company's portfolio quality and positioned the portfolio for growth. • Underwrote a significant number of deals (including portfolios and individual assets) and stayed disciplined in its approach and underwriting methodology throughout the year. | | Manage labor costs and improve employee productivity | 10% | Target | • Worked with its management companies to effectively manage a challenging labor and high inflation environment and to mitigate expenses to fill open positions. • Improved automation of contract labor hiring and management in labor management systems resulting in higher productivity. | | Enhance ESG reporting through the addition of Carbon Emissions data | 10% | Target | • Engaged third party to advise and calculate carbon emissions data for all hotels. • Published a Corporate Responsibility Report including scope 1 and 2 greenhouse gas emissions data for 2022. | | Augment internal business intelligence tools | 10% | Above Target | • Dramatically expanded the Company's data infrastructure by adding additional data sources for labor statistics, supply data and analytics. • Developed a Revenue Dashboard to assist in identifying and acting on meaningful property level revenue opportunities. • Enhanced labor reporting with identification of productivity issues in real time and better tracking of contract labor usage. • Enhanced tools utilized by the Company's Acquisition team to better assess opportunities. • Enhanced capital expense reporting, project tracking and tactical tools resulting in more sophisticated decision making. | | Total Operational Performance Goal Weighting: | 50% | | |

  109. Operational Performance Goals and Metrics

    The operational performance metrics for 2023 were Total Revenue and MFFO (as defined within Exhibit 1) divided by the Company’s weighted average Common Shares outstanding for the year ended December 31, 2023.

  110. Actual Award Earned

    | | 2023 Target Cash Incentive Compensation Award Opportunity | 2023 Target Equity Incentive Compensation Award Opportunity | 2023 Target Total Incentive Compensation Award Opportunity | 2023 Actual Cash Incentive Compensation Award | 2023 Actual Equity Incentive Compensation Award | 2023 Actual Total Incentive Compensation Award | | Justin G. Knight | $1,111,250 | $3,333,750 | $4,445,000 | $1,610,618 | $5,929,032 | $7,539,650 | | Nelson G. Knight | 455,000 | 1,365,000 | 1,820,000 | 659,466 | 2,427,630 | 3,087,096 | | Elizabeth S. Perkins | 450,625 | 1,351,875 | 1,802,500 | 653,125 | 2,404,299 | 3,057,424 | | Karen C. Gallagher | 420,000 | 1,260,000 | 1,680,000 | 608,738 | 2,240,884 | 2,849,622 | | Rachel S. Labrecque | 275,000 | 825,000 | 1,100,000 | 398,578 | 1,467,245 | 1,865,823 |

  111. Actual Award Earned

    These incentive compensation awards were determined by the Compensation Committee in February 2024, and the cash was paid and equity grants were issued in March 2024, with two-thirds of the equity awards vested immediately and one-third of the equity awards to vest in December 2024.

  112. Actual Award Earned

    | 2023 Realized Pay Table (1) | | | | | | | | Salary | Share Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation | 2023 Total Compensation Realized | | Justin G. Knight | $635,000 | $5,929,032 | $1,610,618 | $403,976 | $8,578,626 | | Nelson G. Knight | 520,000 | 2,427,630 | 659,466 | 186,622 | 3,793,718 | | Elizabeth S. Perkins | 515,000 | 2,404,299 | 653,125 | 185,452 | 3,757,876 | | Karen C. Gallagher | 480,000 | 2,240,884 | 608,738 | 178,719 | 3,508,341 | | Rachel S. Labrecque | 440,000 | 1,467,245 | 398,578 | 127,330 | 2,433,153 |

  113. Actual Award Earned

    | 2022 Realized Pay Table (1) | | | | | | | | Salary | Share Awards (2) | Non-Equity Incentive Plan Compensation | All Other Compensation | 2022 Total Compensation Realized | | Justin G. Knight | $596,525 | $5,215,226 | $1,735,515 | $270,694 | $7,817,960 | | Nelson G. Knight | 467,500 | 2,043,596 | 680,066 | 126,522 | 3,317,684 | | Elizabeth S. Perkins | 446,250 | 1,950,694 | 649,154 | 122,384 | 3,168,482 | | Karen C. Gallagher | 446,250 | 1,950,694 | 649,154 | 122,595 | 3,168,693 | | Rachel S. Labrecque | 412,500 | 1,287,971 | 428,613 | 92,431 | 2,221,515 |

  114. Actual Award Earned

    Compensation Table below, the Company provided limited perquisites to its NEOs in 2023, which included parking benefits. The emphasis in the compensation program for NEOs is on the pay-for-performance elements. In addition, the NEOs are also entitled to receive accrued dividends on the share incentive compensation awards, which are payable in cash if the awards vest. Such amounts are included under the column, “All Other Compensation,” in the Summary Compensation Table below. Ownership Requirements The Board of Directors adopted share ownership guidelines that require executive officers to maintain a minimum share ownership in the Company. See “Corporate Governance—Share Ownership Guidelines.” Limits on Tax Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), prohibits publicly held corporations from taking a tax deduction for annual compensation in excess of $1 million paid to any of the corporation’s “covered employees,” which include its chief executive officer, its chief financial officer and its three other most highly compensated executive officers (as well as any person who ever was a covered employee for any prior taxable year beginning after December 31, 2016). Since the Company qualifies as a REIT under the Internal Revenue Code and is generally not subject to U.S. federal income taxes on income distributed to shareholders (other than income of its taxable REIT subsidiaries), the payment of compensation that fails to satisfy the requirements of Section 162(m) will increase the Company’s required REIT distributions but does not have a material adverse consequence to the Company. Although the Company is mindful of the limits on deductibility imposed by Section 162(m), the Company nevertheless reserves the right to structure the compensation packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m). 2024 Incentive Compensation In February 2024, the Compensation Committee approved the annual incentive program to provide that one-half (50%) of 2024 incentive compensation will be based on operational performance goals and metrics and one-half (50%) of the incentive program will continue to measure shareholder return performance, based 75% on relative shareholder return metrics and 25% on total shareholder return metrics over one-year, two-year, and three-year periods. With respect to the operational performance metrics, 75% of the operational performance target will consist of Comparable Hotels RevPAR growth, Comparable Hotels Adjusted Hotel EBITDA margin, Adjusted EBITDAre, MFFO per share and capital expenditures, equally weighted at 15%, and the remaining 25% of the target will be based on operational performance goals, including: management of capital structure and the build out of proprietary market forecasting capabilities. The Compensation Committee will continue to maintain a rigorous framework, one that requires outperformance (55th percentile) to achieve target level payout for the relative total shareholder return metrics. In February 2024, the Compensation Committee approved a change to the peer group used for evaluation of executive compensation, starting with the 2024 incentive compensation plan, by removing Hersha Hospitality Trust following its delisting from the NYSE as a result of its acquisition in 2023 and replacing it with Ryman Hospitality Properties, Inc. ("RHP") which helps the Company maintain a similar relative size positioning to the other peer group members. In February 2024, FPC presented an updated report to the Compensation Committee, including the peer group changes and an overall median market capitalization at December 31, 2023 of approximately $2.0 billion (the Company's market capitalization at December 31, 2023 was $3.8 billion).

  115. Actual Award Earned

    Note: Market Capitalization at December 31, 2023 The Compensation Committee believes the updated peer group above represents companies with which the Company competes for talent and business. The Compensation Committee used data from this peer group to provide context in which to make base salary determinations and decisions regarding appropriate payout levels for incentive compensation starting in 2024. Special Note Regarding Non-GAAP Financial Measures This Compensation Discussion and Analysis contains certain non-GAAP financial measures which are described in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Refer to Exhibit 1 for the reconciliation to net income determined in accordance with GAAP of the non-GAAP financial measure, Modified Funds from Operations ("MFFO"). Compensation Committee Report The Compensation Committee of the Company 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 that the Compensation Discussion and Analysis be included in this Proxy Statement.

  116. Actual Award Earned

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) | Total Shareholder Return (4)(5) | Peer Group Total Shareholder Return (5)(6) | Net Income (Loss) | Company Selected Measure: MFFO per share (7) | | 2023 | $6,973,468 | $8,961,817 | $2,795,266 | $3,536,160 | $116.88 | $47.36 | $177,488,702 | $1.60 | | 2022 | 6,736,235 | 7,792,417 | 2,594,045 | 2,949,383 | 104.13 | 50.94 | 144,804,963 | 1.53 | | 2021 | 6,092,030 | 8,045,665 | 2,199,306 | 2,927,328 | 101.73 | 60.62 | 18,827,539 | 0.93 | | 2020 | 3,914,027 | 3,677,980 | 1,450,701 | 1,743,731 | 81.11 | 55.73 | (173,206,725) | 0.09 |