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

DEF 14A of RLJ Lodging Trust

Filed Mar 28, 2024 · FY20230001104659-24-040533

Open on EDGAR

  1. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting The following table sets forth the name and age of each nominee for trustee, indicating all positions and offices with us currently held by the trustee nominee.

  2. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

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

  3. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    (1) Age as of March 28, 2024 Set forth below are descriptions of the backgrounds and principal occupations of each of our trustee nominees.

  4. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • None OTHER CURRENT PUBLIC COMPANY BOARDS • G-III Apparel Group, Ltd. (NASDAQ: G III) PRIOR PUBLIC COMPANY BOARDS (WITHIN PAST FIVE YEARS) • KB Home (NYSE: KBH) • Elevate Credit Inc. (NYSE: ELVT) • Lowe’s Companies, Inc. (NYSE: LOW) • Strayer Education Inc. (NASDAQ: STRA) • Discovery, Inc. (NYSE: DISC) | ROBERT L. JOHNSON | Executive Chairman of the Board since May 2011 | | | FOUNDER AND EXECUTIVE CHAIRMAN, RLJ LODGING TRUST AND THE RLJ COMPANIES LLC Age 77 | | | | CAREER HIGHLIGHTS RLJ Lodging Trust • Founder and Executive Chairman (2011 to present) The RLJ Companies LLC, which owns or holds interests in a diverse portfolio of companies in the banking, private equity, real estate, film production, gaming, fashion and automobile dealership industries • Founder and Chairman (2000 to present) RLJ Development, LLC*, a real estate investment firm focused on lodging and hotel properties and the predecessor to RLJ Lodging Trust • Co-Founder and Chairman (2000) Black Entertainment Television (BET), a cable television network and multimedia group, which was acquired by Viacom Inc. in 2001 • Chief Executive Officer (until 2006) • Founder and Chairman (1979-2006) | EDUCATION • B.A., University of Illinois • Master of Public Administration, Princeton University KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. Johnson should serve on our Board based on his experience as a successful business leader and entrepreneur, as well as his experience in a number of critical areas, including: • Real estate • Finance • Brand development • Multicultural marketing | | | | |

  5. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    * Affiliate of the Company.

  6. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • None OTHER CURRENT PUBLIC COMPANY BOARDS • Delta Airlines, Inc. (NYSE: DAL) PRIOR PUBLIC COMPANY BOARDS (WITHIN PAST FIVE YEARS) • Macy’s, Inc. (NYSE: M) | LESLIE D. HALE | Trustee since May 2018 | | | PRESIDENT AND CHIEF EXECUTIVE OFFICER, RLJ LODGING TRUST Age 51 | | | | CAREER HIGHLIGHTS RLJ Lodging Trust • President and Chief Executive Officer (August 2018 to present) • Chief Operating Officer, Chief Financial Officer and Executive Vice President (July 2016 to 2018) • Chief Financial Officer, Executive Vice President and Treasurer (2011 to 2016) RLJ Development, LLC*, a real estate investment firm focused on lodging and hotel properties and the predecessor to RLJ Lodging Trust • Chief Financial Officer and Senior Vice President of Real Estate and Finance (2007 to 2011) • Vice President (and previously Director) of Real Estate and Finance, responsible for the finance, tax, treasury and portfolio management functions, as well as executing all real estate transactions (2005 to 2007) General Electric Corp., a multinational company operating primarily in the power, renewable energy, aviation and healthcare industries • Various leadership positions, GE Capital including as a Vice President, GE Commercial Finance, and as an Associate Director, GE Real Estate Strategic Capital Group (2002 to 2005) Goldman Sachs & Co., a global financial institution • Investment Banker | EDUCATION • B.S., Howard University • M.B.A., Harvard Business School Ms. Hale also currently serves as: • Member of the Board of Trustees, Howard University • Director of the Federal Reserve Bank of Richmond - Baltimore Branch KEY SKILLS AND QUALIFICATIONS Our Board has determined that Ms. Hale should serve on our Board based on her: • Substantial executive leadership experience and a proven record of accomplishment, with deep skills in real estate, corporate finance, mergers and acquisitions, capital markets, strategic planning and other public company matters • Extensive knowledge and experience in various senior leadership roles in the lodging real estate industry; provides the Board valuable industry-specific knowledge and expertise • Active management of the Company’s real estate strategies to create shareholder value and provide beneficial information about the status of our day-to-day operations | | | | |

  7. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    Affiliate of the Company.

  8. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • Compensation • Nominating and Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • Berry Plastics (NYSE: BERY) • Marathon Petroleum (NYSE: MPC) • Fifth Third Bank (NASDAQ: FITB) | SENATOR EVAN BAYH | Trustee since May 2011 | | | SENIOR ADVISOR, APOLLO GLOBAL MANAGEMENT Age 68 | Independent | | | | CAREER HIGHLIGHTS Apollo Global Management, a leading global alternative asset management firm • Senior Advisor (2010 to present) Cozen O’Connor, an international law firm • Senior Advisor, Cozen O’Connor Public Strategies, an affiliate of the firm (2018 to 2019) • Of Counsel (2018 to 2019) McGuireWoods LLC, a global diversified law firm • Partner (2010) United States Senate • Senator, representing the state of Indiana (1999 to 2010) • Served on six committees: Banking, Housing and Urban Affairs; Armed Services; Energy and Natural Resources; the Select Committee on Intelligence; Small Business and Entrepreneurship; and the Special Committee on Aging • Chaired two subcommittees | CAREER HIGHLIGHTS United States Government • Governor of Indiana (1989 to 1997) EDUCATION • B.A., Business Economics, with honors, Indiana University • J.D., University of Virginia KEY SKILLS AND QUALIFICATIONS Our Board has determined that Senator Bayh’s experience as a former United States Senator and former Governor of Indiana adds valuable expertise to our Board, in addition to his: • Government and regulatory acumen • Breadth of executive and management experience • Public company board service and corporate governance experience • Knowledge of finance, mergers and acquisitions and other investments • Global business environment • Leadership on ESG initiatives, especially related to sustainability and energy efficiency Our Board has determined that Mr. Bayh’s service on three public company boards in addition to his service on our Board will not impair his service on our Board. | | | | |

  9. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • Compensation • Nominating and Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • KB Home (NYSE: KBH) • AFLAC, Inc. (NYSE: AFL) | ARTHUR R. COLLINS | Trustee since November 2016 | | | FOUNDER AND MANAGING PARTNER, theGROUP Age 64 | Independent | | | | CAREER HIGHLIGHTS theGROUP, a government relations and public affairs consulting firm • Founder and Managing Partner (1989 to present) EDUCATION • B.A., Accounting and Finance, Florida A&M University • Doctor of Humane Letters, Florida A&M University Mr. Collins currently serves as: • Chairman of the Board of Trustees, Morehouse School of Medicine • Member of the Board of Trustees, Ford’s Theatre • Member of the Board of Trustees, Smithsonian National Museum of Asian Art He has previously served as chairman of the Board of Trustees of Florida A&M University, Vice Chair of the Board of Trustees of The Brookings Institution and a member of the Board of Trustees of Meridian International Center. | KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. Collins should serve on our Board in view of his: • Overall business acumen and experience • Board governance expertise and public company board experience • Expertise in governmental affairs and regulatory matters • Knowledge of ESG issues and associated risks Further, our Board believes Mr. Collins’ government relations experience will be helpful in navigating and influencing the current governmental and regulatory landscape. Our Board has determined that Mr. Collins’ service on two public company boards in addition to his service on our Board will not impair his service on our Board. | | | | |

  10. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • Compensation • Nominating and Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • UNISYS (NYSE: UIS) PRIOR PUBLIC COMPANY BOARDS (WITHIN PAST FIVE YEARS) • Stride, Inc. (NYSE: LRN) • KB Home (NYSE: KBH) | NATHANIEL A. DAVIS | Trustee since May 2011 | | | PREVIOUSLY EXECUTIVE CHAIRMAN, STRIDE, INC. Age 70 | Lead Independent Trustee since July 2016 | | | | CAREER HIGHLIGHTS Stride, Inc. (formerly K12, Inc), an education services company • Former CEO (2013 to 2016 and 2018 to 2021) and Executive Chairman (2018 to 2022) RANND Advisory Group, LLC, a business consulting group that advises venture capital, media, and technology firms • Managing Director (2003 to 2013) XM Satellite Radio, a broadcasting company that provides satellite radio and online radio services • CEO & President (2006 to 2008) • Director (1999 to 2008) Columbia Capital, an investment company focused on the communications and technology space • Executive-in-Residence (2003 to 2006) XO Communications, a telecommunications company later purchased by Verizon Communications • President & COO (2000 to 2003) • Director (2000 to 2003) EDUCATION • B.S., Engineering, Stevens Institute of Technology • Master of Science in Computer Science, University of Pennsylvania • M.B.A., Wharton School of Business, University of Pennsylvania | KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. Davis should serve on our Board in view of his • Overall business acumen and experience with venture capital, media and technology • Strong executive and management experience in publicly traded companies, including expertise in finance and accounting • Knowledge of business plan and business process management, including sales process development • Expertise in information technology and experience reviewing and addressing cybersecurity risks Our Board has also determined that Mr. Davis should serve on our Board based on his extensive financial, operational, executive and entrepreneurial experience. Mr. Davis was promoted to independent leadership of the Board through his status as lead independent trustee. | | | | |

  11. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • Audit • Nominating & Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • AIMCO (NYSE: AIV) | PATRICIA L. GIBSON | Trustee since August 2017 | | | CHIEF EXECUTIVE OFFICER, BANNER OAK CAPITAL PARTNERS, LP Age 61 | Independent | | | | CAREER HIGHLIGHTS Banner Oak Capital Partners, LP, a real estate investment management firm • Co-Founder & CEO (2016 to present) Hunt Realty Investments, the centralized real estate investment management company for the Hunt family and related entities • President (2010 to 2016) • Senior Vice President (1997 to 2010) Senior Financial Positions • Archon Group, a subsidiary of Goldman Sachs & Co. • The Travelers Realty Investment Company, Director (2000 to 2003) Ms. Gibson is also a member of the board of directors of Pacolet Milliken Enterprises, Inc., a private investment company focused on energy and real estate investments and is a member of and the former vice-chair of the Industrial and Office Parks Council of the Urban Land Institute. From 2014-2016, she served as the chair of the National Association of Real Estate Investment Managers. Ms. Gibson previously served as a director of FelCor Lodging Trust Incorporated from March 2016 until its merger with a subsidiary of the Company in August 2017. | EDUCATION • B.S., Finance, Fairfield University • M.B.A., University of Connecticut • Certified as a Chartered Financial Analyst KEY SKILLS AND QUALIFICATIONS Our Board has determined that Ms. Gibson should serve on our Board in view of her: • Significant financial, real estate, investment and asset management experience • Leadership in actively managing real estate platforms and assets • Prior experience as a board member of a publicly traded company that owned and operated with hotel company partners a diversified portfolio of hotels • Experience assessing and addressing cybersecurity risks | | | | |

  12. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • Audit • Nominating & Corporate Governance | ROBERT M. LA FORGIA | Trustee since May 2011 | | | PRINCIPAL AND CHIEF EXECUTIVE OFFICER, APERTOR HOSPITALITY, LLC Age 65 | Independent | | | | CAREER HIGHLIGHTS Apertor Hospitality, LLC, a national advisory services firm specializing in the hospitality industry • Founder, Principal & CEO (2009 to present) The Atalon Group, LLC, a boutique turnaround management and advisory firm specializing in troubled real estate situations • Executive Vice President (2008 to 2010) Hilton Hotels Corporation (currently Hilton Worldwide Holdings (NYSE: HLT)), a multinational hospitality company that manages and franchises a broad portfolio of hotels and resorts • Chief Financial Officer (2004 to 2008) • Senior Vice President & Controller (1996 to 2004) • Numerous Management Positions Mr. La Forgia serves on the board of advisors of Keystone National Group, a private markets investment management firm specializing in private credit and income-producing real estate. Mr. La Forgia also serves on the board of LivAway Suites, a nationwide economy extended stay hotel brand. Mr. La Forgia previously served on the board of advisors of Sundance Bay, a real estate private equity firm specializing in multifamily, debt and net lease investments. | EDUCATION • B.S., Accounting, Providence College • M.B.A., Anderson School of Management, University of California, Los Angeles KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. La Forgia should serve on our Board in view of his: • Significant experience in accounting, finance, real estate, capital markets and hospitality • Solid experience in hospitality as evidenced by his 26-year tenure at Hilton Hotels, a publicly held company • Valuable experience in board deliberations and oversight specific to the Company’s strategic direction Our Board also has determined that Mr. La Forgia qualifies as an “audit committee financial expert”. | | | | |

  13. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • Audit • Nominating & Corporate Governance PRIOR PUBLIC COMPANY BOARDS (WITHIN PAST FIVE YEARS) • Santander Consumer USA (NYSE: SC) | ROBERT J. MCCARTHY | Trustee since February 2018 | | | CHAIRMAN, MCCARTHY INVESTMENTS, LLC AND CHAIRMAN, HOTEL DEVELOPMENT PARTNERS Age 70 | Independent | | | | CAREER HIGHLIGHTS McCarthy Investments, LLC, a limited liability company focused on investments in the cyber/ corporate intelligence space and early/mid-stage technology investments • Chairman (2014 to present) Hotel Development Partners, a joint-venture focused on acquiring and developing premier-branded, select-service hotels • Chairman (2014 to present) Marriott International (Retired 2014), a multinational company that operates, franchises and licenses lodging, including hotel properties • Chief Operations Officer • Oversight for Global Lodging Services, The Ritz Carlton Hotel Company • Reporting responsibility for Marriott’s four continental operating divisions spanning 4,000 hotels across 20 lodging brands • Group President of the Americas with oversight of more than 3,000 hotels In addition to Mr. McCarthy’s public board service, he previously served on the board of directors of Meeting Play, a technology company serving the hospitality industry. | EDUCATION • B.S., Business Administration, Villanova University KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. McCarthy should serve on our Board in view of his: • Significant leadership and success in the lodging industry • Extensive experience in hotel operations and hotel acquisitions and dispositions • Multifaceted operational experience, including oversight of revenue management, sales, marketing, brand management, architecture and construction, and information services | | | | |

  14. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting

    | COMMITTEES • Audit • Nominating & Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • NETSTREIT (NYSE: NTST) • Jones Lang LaSalle Income Property Trust (NASDAQ: ZIPTAX) | ROBIN ZEIGLER | Trustee since February 2022 | | | CEO AND CO-FOUNDER, MURAL REAL ESTATE PARTNERS, INC. Age 51 | Independent | | | | CAREER HIGHLIGHTS MURAL Real Estate Partners, Inc., a privately owned, full-service real estate company that aims to spur economic development • CEO and Co-Founder (2022 to present) Cedar Realty Trust, a real estate investment trust with a primary focus on grocery-anchored shopping centers • Senior Executive Vice President & Chief Operating Officer, Cedar Realty Trust (2016 to 2022) Penzance, a commercial real estate investment company • Executive Vice President & Head of Operations, Penzance (2015 to 2016) Federal Realty Investment Trust, an equity real estate investment trust focused on the ownership, operation and development of high-quality retail properties • Chief Operating Officer, Mid-Atlantic Region, Federal Realty Investment Trust In addition, Ms. Zeigler serves on the board of directors for Jones Lang LaSalle Income Property Trust, a non-traded REIT, and NETSTREIT, a public retail net lease company. She is a trustee of the International Council of Shopping Centers (“ICSC”) and is on the board of the ICSC Foundation. | EDUCATION • B.S., Accounting, Florida A&M University • M.B.A., Georgia State University KEY SKILLS AND QUALIFICATIONS Our Board has determined that that Ms. Zeigler should serve on our Board in view of her: • Significant leadership experience managing commercial real estate platforms and assets, and knowledge of the strategies and opportunities to create shareholder value • Significant experience with real estate investment trusts, accounting, finance, and capital markets • Strong operational and board experience; valuable experience in board deliberations and oversight Ms. Zeigler’s wealth of experience across all facets of the real estate industry are valuable traits that will be instrumental to the Board’s success. Our Board has determined that Ms. Zeigler’s service on two public company boards in addition to her service on our Board will not impair her service on our Board. | | | | |

  15. Trustee Compensation Table

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

  16. Executive Compensation Program Highlights

    | FORMULAIC ANNUAL CASH BONUSES WITH PRE-DETERMINED GOALS | 100% of our Executive Chairman’s, 85% of the Chief Executive Officer’s, and 80% of our Chief Financial Officer’s, Chief Operating Officer’s and General Counsel’s annual cash bonuses are formulaic and are based on the achievement of rigorous, pre-established corporate performance goals (with 15% based on individual performance for our Chief Executive Officer and 20% based on individual performance for our Chief Financial Officer, Chief Operating Officer and General Counsel). Our cash bonus program employs challenging hurdles and may result in significant fluctuations in payouts aligned with our financial and operating success each year. |

  17. Executive Compensation Program Highlights

    | EQUITY AWARDS ALIGNED WITH OUR SHAREHOLDERS | The amount of the annual equity award is determined, in part, based on a review of the execution of our strategic business plan and our TSR performance. Approximately 50% of the value of our NEOs’ equity awards is granted in performance-based share units that vest at the end of three years subject to achieving rigorous TSR hurdles. |

  18. TRANSPARENT AND COMPETITIVE COMPENSATION PROGRAM

    TRANSPARENT AND COMPETITIVE COMPENSATION PROGRAM In alignment with our compensation objectives, we have developed a transparent and straightforward performance-based compensation program, which currently consists of four elements:

  19. TRANSPARENT AND COMPETITIVE COMPENSATION PROGRAM

    | • Base salary | Base salary is set based on assigned responsibilities and is reviewed annually against market data | | • Annual cash bonus opportunity | In general, executive officers are eligible to receive annual cash bonuses based upon the achievement of rigorous, pre-established goals and objectives | | • Annual performance equity grants | The Compensation Committee awards annual performance equity grants to ensure alignment with shareholders and as a retention tool. Grants of time-based restricted shares are determined based on an assessment of our overall corporate performance on both an absolute and relative basis to our peers | | • Multi-year performance equity grants | The Compensation Committee awards multi-year performance equity grants to ensure alignment with shareholder interests over a multi-year period and as a retention tool, which will only be earned by the recipients if we achieve certain defined TSR targets over a prospective performance period |

  20. TRANSPARENT AND COMPETITIVE COMPENSATION PROGRAM

    We review the competitive compensation practices for executives of public hospitality REITs and other public REITs of similar size to us to ensure our compensation program is competitive with the market. In establishing compensation for our executive management team, our Compensation Committee uses its judgment in aligning compensation with its assessment of performance on both an absolute and relative basis as compared to the competitive peer group. Accordingly, in years of superior performance compared to the competitive peer group, our executives may receive total compensation toward the higher end of the market range and in years of lagging performance compared to the competitive peer group, our executives may receive total compensation toward the lower end of the market range. 2.

  21. PROPER INCENTIVES TO ACHIEVE PERFORMANCE OBJECTIVES AND MAXIMIZE LONG-TERM SHAREHOLDER VALUE

    PROPER INCENTIVES TO ACHIEVE PERFORMANCE OBJECTIVES AND MAXIMIZE LONG-TERM SHAREHOLDER VALUE Our compensation program is designed to tie a substantial portion of executive total compensation to performance measures that align long-term shareholder value and leadership actions that are expected to position us for long-term success. Accordingly, the vast majority of executive total compensation is delivered through our annual cash bonus program, our annual equity award program, and our multi-year performance equity program, with 89% of the CEO’s, 78% of the CFO’s, 76% of the COO’s and 75% of the GC’s total compensation at risk1.

  22. 2023 Target Compensation

    2023 Target Compensation The GC’s 2023 total compensation at risk reflects annualized amounts for bonus and equity awards, but the GC’s 2023 actual compensation was prorated for his start date in April 2023. Also excludes any sign-on equity awards. We believe our annual cash bonus program encourages our executives to take prudent steps to achieve, and if possible, exceed, our annual business plan, which we believe will increase shareholder value over the long-term. We have not guaranteed our executives any minimum cash bonus payments. As a result, in the event of poor individual and/or corporate performance in any year, the executives could receive no cash bonus for that year. The largest individual component of executive officer total compensation is equity compensation. We believe approximately 50-70% of the executive’s total annual compensation should be in the form of equity-based awards for the following reasons: • Equity awards help (i) ensure that a significant portion of each of our executives’ net worth is tied to the value of our common shares and (ii) align the interests of our executives with those of our shareholders • If we have superior long-term operating performance, our executives, through their equity compensation, will eventually receive compensation from dividends and capital appreciation in our common shares that reflects this performance; conversely, if we do not perform as well as our competitors, our executives’ compensation will be below market over the long-term • We have designed our equity awards to be TSR vehicles, rewarding our executive officers for both share price appreciation and the payment of dividends 3.

  23. APPROPRIATE BALANCE BETWEEN RISK AND REWARD

    APPROPRIATE BALANCE BETWEEN RISK AND REWARD Our Compensation Committee designed the compensation program to encourage executives to manage the Company prudently for the long-term. The Compensation Committee, in consultation with the Company’s management, reviews the Company’s policies and procedures with respect to risk assessment and risk management on an annual basis and believes the structure of our compensation program does not encourage unnecessary or excessive risk taking, as illustrated by the following features of the program: • We evaluate performance based on the achievement of a variety of business objectives and goals we believe correlate to the long-term creation of shareholder value and are affected by management decisions • We provide a significant portion of each executive’s annual compensation in the form of share-based compensation that allows our executives to build sizable holdings of equity and align an appropriate portion of their personal wealth with our long-term performance • We structure our annual cash bonus program to provide for payouts only once a threshold level of performance has been achieved • We consider non-financial and other qualitative performance factors in determining actual compensation payouts; in 2023, the Compensation Committee considered such performance factors in determining cash bonus payouts as further outlined under “Annual Cash Bonus” 4.

  24. 2023 Compensation Snapshot−Approved Values

    | Name and Principal Position | Performance Year | Salary(1) | Annual Cash Bonus(1) | Annual Time- Based Equity Awards(1)(2)(3) | Target Value of the Multi-Year Performance Equity Awards(1)(2)(4) | Total Approved Value | | Robert L. Johnson Executive Chairman | 2023 | $500,000 | $760,800 | $715,000 | $715,000 | $2,690,800 | | Leslie D. Hale President and Chief Executive Officer | 2023 | $840,000 | $1,727,000 | $3,004,400 | $3,004,400 | $8,575,800 | | Sean M. Mahoney Executive Vice President and Chief Financial Officer | 2023 | $550,000 | $640,000 | $770,000 | $770,000 | $2,730,000 | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 2023 | $550,000 | $640,000 | $770,000 | $770,000 | $2,730,000 | | Chad D. Perry Executive Vice President, General Counsel and Corporate Secretary | 2023 | $320,730 | $362,000 | $450,000 | $450,000 | $1,582,730 |

  25. 2023 Compensation Snapshot−Approved Values

    (1) Mr. Perry’s salary and cash bonus were prorated to reflect commencement of his employment in April 2023, and equity award disclosure excludes any sign-on equity awards. (2) These amounts differ from the amounts set forth in the “2023 Summary Compensation Table” due to the reporting requirements under applicable SEC rules relating to the timing of the recognition of equity-based compensation. (3) Amounts reflect approved cash value of the awards, which may vary slightly from the grant date value used for accounting purposes. Amounts reflect the approved value of the awards. This amount differs from the grant date fair value of these awards which is calculated in accordance with FASB ASC Topic 718 based upon the probable outcome of the performance conditions as of the grant date. Given the hurdles associated with these awards, the accounting values are greater than the approved values. VII.

  26. ANNUAL CASH BONUS

    ANNUAL CASH BONUS Our NEOs each have an opportunity to earn an annual incentive cash award designed to reward annual corporate performance, and, with respect to Ms. Hale, Mr. Mahoney, Mr. Bardenett and Mr. Perry, to also encourage and reward individual achievement during the year. The Compensation Committee establishes a target annual incentive cash award opportunity for each of our NEOs following a review of their individual responsibilities, experience, qualifications, individual performance and contributions, as well as an analysis of data from the Peer Group and Executive Chairman Peer Group discussed on page 57. The targeted annual incentive cash award opportunity and the performance goals set by the Compensation Committee (discussed below) are communicated to the NEOs at the beginning of each year. The Compensation Committee considers all relevant facts and circumstances when evaluating performance, including changing market conditions and broad corporate strategic initiatives, along with overall responsibilities and contributions and retains the ability to exercise its judgment and discretion to adjust an award up or down.

  27. 2023 BONUS OPPORTUNITY

    2023 BONUS OPPORTUNITY For 2023, Mr. Johnson’s annual incentive cash awards were based solely on corporate performance. Ms. Hale’s annual incentive cash award was based 85% on corporate performance and 15% on individual performance. Mr. Mahoney’s, Mr. Bardenett’s and Mr. Perry’s annual incentive cash awards were based 80% on corporate performance and 20% on individual performance. The Compensation Committee established threshold, target, maximum and outperform annual incentive cash award levels as a percentage of base salary for our NEOs as follows:

  28. 2023 BONUS OPPORTUNITY

    | | 2023 Annual Incentive Cash Awards | | | | | Name | Threshold | Target | Maximum | Outperform | | Robert L. Johnson | 75% | 125% | 175% | 225% | | Leslie D. Hale | 125% | 175% | 225% | 275% | | Sean M. Mahoney | 67% | 100% | 133% | 165% | | Thomas Bardenett | 67% | 100% | 133% | 165% | | Chad D. Perry | 67% | 100% | 133% | 165% |

  29. 2023 PERFORMANCE GOALS

    2023 PERFORMANCE GOALS In 2023, the Compensation Committee continued its track record of using an objective, rigorous and quantifiable approach to establishing formal performance metrics for the annual cash bonus programs. During the first quarter of 2023, the Compensation Committee met to review and establish the metrics and performance ranges for the NEOs’ cash bonus programs. These corporate goals included financial objectives such as achievement of EBITDA targets and those related to corporate initiatives, including accretive acquisitions and dispositions of non-core properties. The Company also focused on improving its balance sheet through addressing debt maturities. These goals support the Company’s positioning and advancement against its long-term strategic objectives and enhance its ability to capture recovery trends in the hospitality business cycle. The Company’s results on its performance metrics were 118% of the target level. The metrics considered by the Compensation Committee during 2023 were the following:

  30. 2023 PERFORMANCE GOALS

    | | 2023 Key Priority | Performance Goal | Target Objective | Measurement | Threshold / Target / Max / Outperform ($MM) | Weighting | Final Performance | | 1 | Operationally perform and achieve budget | Achieve full year EBITDA budget | 100% of Hotel EBITDA budget | Actual Hotel EBITDA | $374 / $402 / $430 / $443 | 40% | In line with Target ($401.4MM) | | 2 | Balance sheet flexibility and liquidity | Refinance or Develop Plan to Refinance 2024 maturities | Refinancing or develop actionable plan to address 2024 debt maturities | Total value of refinancing relative to 2024 debt maturities | 100% / 150% / 200% / 250% | 15% | Between Target and Maximum (194%) | | 3 | Operationally capture uptrends relative to industry | Increase 2023 market share | 40% of hotels gaining market share | Percentage of hotels who increase 2023 STR RevPAR Index | 30% / 40% / 50% / 60% | 30% | Between Maximum and Outperform (54%) | | 4 | Achieve 2023 ESG Initiatives | Publish the GRESB report | Publish the GRESB report | Publishing of GRESB report | N/A / Publish / N/A / N/A | 5% | Target (GRESB data published) | | 5 | Achieve 2023 ESG Initiatives | Improvement of specific ESG targets | Improve two of three ESG targets over base year | Number of ESG targets improved | Improvement in one target / Improvement in two targets / Improvement in three targets / N/A | 10% | Target (Improvement in two targets) |

  31. 2023 Individual Performance Outcomes

    2023 Individual Performance Outcomes In addition to the above rigorous corporate performance objectives, Ms. Hale’s annual incentive was based 15% on individual performance. Additionally, Mr. Mahoney’s, Mr. Bardenett’s and Mr. Perry’s annual incentive cash awards were based 20% on individual performance. Each executive’s individual results were based on an evaluation of their performance against their management business objectives (“MBOs”). In determining the individual performance outcome for Ms. Hale, the Compensation Committee evaluated her key contributions related to the following: (i) Setting, refining and executing RLJ’s business plan and strategic vision with a focus on potential innovative concepts; (ii) managing executive team development and succession; (iii) continuing effective board communication (iv) active engagement with investors and research analysts; and (v) setting the strategic direction of RLJ’s ESG and DEI programs. In determining the individual performance outcome of Mr. Mahoney, the Compensation Committee took into account the following key contributions: (i) Managing balance sheet structure, flexibility and liquidity; (ii) executing initiatives to further enhance professional development of finance and accounting team members; (iii) executing on strategic finance initiatives; (iv) leading execution of corporate risk programs, including property insurance; and (v) leading execution of ESG initiatives and reporting. In determining the individual performance outcome of Mr. Bardenett, the Compensation Committee took into account the following key contributions: (i) Responsible for driving results in all portfolio operations; (ii) overseeing execution of our corporate strategic initiative to increase hotel market share; (iii) executing underwriting strategies for ROI initiatives, hotel conversions and acquisitions; (iv) managing hotel portfolio to maintain post-COVID operating synergies; and (v) providing leadership over the coordination of ESG data collection. In determining the individual performance outcome of Mr. Perry, the Compensation Committee took into account the following key contributions: (i) Leading all management and franchise agreement negotiations; (ii) leading successful risk management processes, including the Directors’ and Officers’ insurance program; (iii) reviewing existing corporate governance practices and implementing new best practices where appropriate; (iv) leading the assessment of current legal function and recommending changes if appropriate; and (v) leading execution of the Company’s strategic initiatives.

  32. 2023 BONUS AMOUNTS

    2023 BONUS AMOUNTS The table below shows the 2022 annual cash bonus awards, the 2023 target awards under the annual cash bonus program, and the 2023 actual award payouts for the NEOs. In determining the actual 2023 incentive cash award for our NEOs, the Compensation Committee considered the factors as indicated in the preceding section. In addition, with respect to Ms. Hale, Mr. Mahoney, Mr. Bardenett and Mr. Perry, the Compensation Committee also took into consideration their 2023 individual performance, including their positioning of the Company to optimally benefit from the ongoing lodging recovery. Mr. Perry’s bonus target has been prorated to reflect his start date of April 26, 2023. It was determined each NEO would receive cash incentive award amounts as follows:

  33. 2023 BONUS AMOUNTS

    | | | Annual Incentive Cash Awards | | | | | Executive | Position | 2022 Bonus | 2023 Target Bonus | 2023 Actual Bonus Award | % Of Target | | Robert L. Johnson | Executive Chairman | $746,000 | $625,000 | $760,800 | 121.7% | | Leslie D. Hale | President and CEO | $1,664,000 | $1,470,000 | $1,727,000 | 117.5% | | Sean M. Mahoney | EVP and CFO | $608,000 | $550,000 | $640,000 | 116.4% | | Thomas Bardenett | EVP and COO | $600,000 | $550,000 | $640,000 | 116.4% | | Chad D. Perry | EVP and GC | N/A | $320,730 | $362,000 | 112.9% |

  34. EQUITY AWARDS

    EQUITY AWARDS We grant equity awards pursuant to our 2021 Equity Incentive Plan; however, prior to its adoption and approval by the shareholders on April 30, 2021, we granted equity awards pursuant to our 2015 Equity Incentive Plan. Equity incentive awards are designed to focus our executive officers and other employees on, and reward them for, achieving long-term goals and enhancing shareholder value.

  35. ANNUAL EQUITY AWARDS

    ANNUAL EQUITY AWARDS In determining annual equity awards, our Compensation Committee takes into account our overall financial performance. The awards made under the 2021 Equity Incentive Plan in 2023 were granted to recognize each individual’s efforts on our behalf in connection with our performance in 2022 and to provide a retention element to their compensation. More detail with respect to the equity awards granted in 2023 is provided in the table under “Compensation of Executive Officers—Grants of Plan-Based Awards.” As part of our review of 2023 performance in February 2024, we made our annual performance equity grants. The annual performance equity grant represents a time-based restricted share award that is based on a subjective review of our performance, as well as the competitive pay of the Peer Group and the Executive Chairman Peer Group. As it does every year in February, the Compensation Committee assesses the Company’s performance for the preceding year, including relative to its peer companies, and each NEO’s individual performance with respect to their MBOs. For 2023, given the Company’s (i) achievement of its performance objectives; (ii) relative performance when compared to our peers; and (iii) Ms. Hale’s, Mr. Mahoney’s, Mr. Bardenett’s and Mr. Perry’s achievement of their individual MBOs, the Compensation Committee determined it was prudent to compensate the executives in a range that reflects the improved Company performance and the attainment of their individual performance objectives. The 2023 annual performance equity grants, awarded in 2024, and the 2022 annual performance equity grants, awarded in 2023, were as follows:

  36. ANNUAL EQUITY AWARDS

    | Name | Cash Value of 2023 Award | Cash Value of 2022 Award | | Robert L. Johnson | $715,000 | $650,000 | | Leslie D. Hale | $3,004,400 | $2,613,000 | | Sean M. Mahoney | $770,000 | $700,000 | | Thomas Bardenett | $770,000 | $600,000 | | Chad D. Perry | $450,000 | N/A |

  37. ANNUAL EQUITY AWARDS

    These restricted share awards will vest on the first three annual anniversaries of the date of grant, subject to the executive’s continued employment, Because these awards for 2023 performance were made in 2024, pursuant to applicable SEC disclosure rules, such awards will be reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table in our proxy statement for the 2025 annual meeting of shareholders (which reflects 2024 compensation).

  38. MULTI-YEAR PERFORMANCE EQUITY AWARDS

    MULTI-YEAR PERFORMANCE EQUITY AWARDS The Compensation Committee has established the Company’s Multi-Year Performance Equity Award program in alignment with its philosophy of rewarding Company executives for superior performance and ensuring consistency with competitive market terms. The program is a critical retention tool for the Company’s executives, with shares only awarded if the Company satisfies specific performance hurdles over a three-year period. Specifically, the Multi-Year Performance Equity program has rigorous performance metrics. Our 2024 Multi-Year Performance Plan includes relative TSR hurdles that may result in reduced payouts if absolute TSR is negative and our 2023 Multi-Year Performance Plan includes both absolute and relative TSR hurdles. Our performance hurdles are discussed in greater detail below and require meaningful Company performance. The Compensation Committee believes that these design features align our program with shareholders, appropriately reward our executives and are consistent with programs at companies with which we compete for talent. Please see the discussion below on the 2024 and 2023 Multi-Year Performance Equity Awards.

  39. 2024 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    2024 MULTI-YEAR PERFORMANCE EQUITY AWARDS The Compensation Committee awarded performance units to each of Ms. Hale and Messrs. Johnson, Mahoney, Bardenett and Perry under the 2024 Multi-Year Performance Plan on February 16, 2024. Performance units awarded pursuant to the 2024 Multi-Year Performance Plan are earned and convert into common shares based on the Company’s attainment of a relative TSR target, subject to modification based on absolute TSR performance. TSR is calculated to include both common share price appreciation and common share dividends paid during the applicable performance periods. The performance share units vest at the end of a three-year performance period (the “measurement period”). The awards granted pursuant to the 2024 Multi-Year Performance Plan (the “2024 Performance Awards”) are subject to the measurement of our TSR (“2024 Relative TSR”) relative to that of the performance peer group (the “2024 Plan Peer Group”) during the entire measurement period. The 2024 Performance Awards are subject to modification based on the Company’s absolute TSR (“2024 Absolute TSR”) performance as follows: (i) If the 2024 Relative TSR performance exceeds target and 2024 Absolute TSR is less than zero, payouts will be reduced by 25%, but not below target and (ii) If 2024 Absolute TSR is down more than 15% during the entire measurement period, the maximum payout will be capped at 115% of target. The 2024 Performance Award may be earned at a range of 50% to 200% of the target 2024 Performance Award contingent on our achieving 2024 Relative TSR over the measurement period at specified percentiles of the 2024 Plan Peer Group, ranging from the 25th percentile to the 75th percentile, as described below, and will be modified based on 2024 Absolute TSR performance, as discussed above. The percentage of the 2024 Performance Award that is earned for performance between the threshold and target, and between the target and maximum, levels will be calculated by linear interpolation. If the Company is below the 25th percentile of the 2024 Plan Peer Group at the end of the measurement period, no portion of the 2024 Performance Award will be earned. The common shares earned pursuant to the 2024 Performance Award will vest 100% at the end of the three-year measurement period. Our NEOs will not be entitled to receive any dividends prior to the date upon which the shares are earned. For any common shares issued at the end of the measurement period, our NEOs will be entitled to receive payment of an amount equal to all dividends that would have been paid if such common shares had been issued at the beginning of the measurement period. The Compensation Committee worked with its Compensation Consultant to review a number of alternative methods for including 2024 Absolute TSR in the 2024 Multi-Year Performance Plan, and believes that using relative TSR performance, with a modifier based on absolute TSR performance, will temper payouts when returns to shareholders are negative, aligning executives with shareholders. This is a change from our use of absolute TSR as a stand-alone hurdle in our 2023 Multi-Year Performance Plan. By using absolute TSR as a modifier, the Compensation Committee believes that the 2024 Multi-Year Performance Plan is appropriately aligned with shareholder interests and is competitive with similar programs at peer companies.

  40. 2024 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | Actual Three-Year Performance Compared to Peer Group | Percentage of 2024 Relative Award Earned | | Threshold: 25th percentile | 50% | | Target: 50th percentile | 100% | | Maximum: 75th percentile | 200% |

  41. 2024 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    Our Compensation Committee selected the following 14 companies as the 2024 Plan Peer Group against which our performance will be compared over the measurement period, which represent companies from the SNL U.S. REIT Hotel Index, modified to exclude micro-cap REITs: We intend to make grants of long-term performance share units on an annual basis. When the 2024 Performance Award is calculated at the end of the measurement period, our NEOs have the potential to earn the following numbers of common shares under the 2024 Multi-Year Performance Plan, based on the Company’s performance level:

  42. 2024 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | | Number of Common Shares Based on: | | | | Name | Threshold Performance | Target Performance | Maximum Performance | | Robert L. Johnson | 30,556 | 61,111 | 122,222 | | Leslie D. Hale | 128,393 | 256,786 | 513,572 | | Sean M. Mahoney | 32,906 | 65,811 | 131,622 | | Thomas Bardenett | 32,906 | 65,811 | 131,622 | | Chad D. Perry | 19,231 | 38,461 | 76,922 |

  43. 2024 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    The common shares earned pursuant to the 2024 Performance Awards will vest 100% at the end of the three-year measurement period. Our NEOs will not be entitled to receive any dividends prior to the date upon which the shares are earned. For any common shares issued at the end of the measurement period, our NEOs will be entitled to receive payment of an amount equal to all dividends that would have been paid if such common shares had been issued at the beginning of the measurement period.

  44. 2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS The Compensation Committee awarded performance units to each of Messrs. Johnson, Mahoney, Bardenett, and Ms. Hale under the 2023 Multi-Year Performance Plan on February 17, 2023. Performance units awarded pursuant to the 2023 Multi-Year Performance Plan are earned and convert into common shares based on the Company’s attainment of absolute and relative TSR hurdles. TSR is calculated to include both common share price appreciation and common share dividends paid during the applicable performance periods. The performance units vest at the end of a three-year performance period (the “measurement period”). The awards granted pursuant to the 2023 Multi-Year Performance Plan are subject to two separate performance measurements, with 25% of the award (the “2023 Absolute Award”) based solely on the Company’s absolute TSR (the “2023 Absolute TSR Component”) and 75% of the award (the “2023 Relative Award”) measured by our TSR (the “2023 Relative TSR Component”) relative to the peer group (the “2023 Plan Peer Group”) during the entire measurement period. The 2023 Absolute Award may be earned at a range of 50% to 200% of the 2023 Absolute Award if we achieve TSR over the measurement period ranging from 9% TSR to 21% TSR, as described below. The percentage of the 2023 Absolute Award earned for performance between the threshold and target, and between the target and maximum, levels will be calculated by linear interpolation. For TSR performance below 9%, no portion of the 2023 Absolute Award will be earned.

  45. 2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | Actual Three-Year Performance | Percentage of 2023 Absolute Award Earned | | Threshold: 9% TSR | 50% | | Target: 15% TSR | 100% | | Maximum: 21% TSR | 200% |

  46. 2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    The 2023 Relative Award may be earned at a range of 50% to 200% of the 2023 Relative Award contingent on our achieving TSR over the measurement period at specified percentiles of the 2023 Plan Peer Group ranging from the 25th percentile to the 75th percentile, as described below. The percentage of the 2023 Relative Award that is earned for performance between the threshold and target, and between the target and maximum, levels will be calculated by linear interpolation. If the Company is below the 25th percentile of the 2023 Plan Peer Group at the end of the measurement period, no portion of the 2023 Relative Award will be earned.

  47. 2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | Actual Three-Year Performance Compared to Peer Group | Percentage of 2023 Relative Award Earned | | Threshold: 25th percentile | 50% | | Target: 50th percentile | 100% | | Maximum: 75th percentile | 200% |

  48. 2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    Our Compensation Committee selected the following 15 companies as the 2023 Plan Peer Group against which our performance will be compared over the measurement period, which represent companies from the SNL U.S. REIT Hotel Index, modified to exclude micro-cap REITs: We intend to make grants of long-term performance units on an annual basis. When the 2023 Absolute Award and 2023 Relative Award are aggregated at the end of the measurement period, our NEOs have the potential to earn the following numbers of common shares under the 2023 Multi-Year Performance Plan, based on the Company’s performance level:

  49. 2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | | Number of Common Shares Based on: | | | | Name | Threshold Performance | Target Performance | Maximum Performance | | Robert L. Johnson | 28,684 | 57,369 | 114,738 | | Leslie D. Hale | 115,313 | 230,626 | 461,252 | | Sean M. Mahoney | 30,890 | 61,782 | 123,564 | | Thomas Bardenett | 24,271 | 48,543 | 97,086 |

  50. 2023 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    The common shares earned pursuant to the 2023 Absolute Award and 2023 Relative Award will vest 100% at the end of the three-year measurement period. NEOs will not be entitled to receive any dividends prior to the date upon which the shares are earned. For any common shares issued at the end of the measurement period, our NEOs will be entitled to receive payment of an amount equal to all dividends that would have been paid if such common shares had been issued at the beginning of the measurement period.

  51. Status of Outstanding Multi-Year Performance Equity Awards

    Status of Outstanding Multi-Year Performance Equity Awards The compensation paid to our NEOs is significantly tied to our relative and absolute TSR performance. Depending on the award year, our NEOs’ multi-year performance equity awards are currently tracking either below threshold payout levels, or between threshold and target payout levels, as of December 31, 2023, and directly align the NEOs’ compensation with our current TSR performance.

  52. Status of Outstanding Multi-Year Performance Equity Awards

    | Program | Performance Period | Cumulative TSR Performance Requirements | Earning Percentages | Status (as of 12/31/2023) | | 2023 Multi-Year Performance Plan | February 2023 − February 2026 | • Absolute TSR between 9% and 21% • Relative TSR between the 25th and 75th percentiles | • Threshold 50% • Target 100% • Maximum 200% | Tracking Below Threshold for Absolute TSR and Above Target but Below Maximum for Relative TSR | | 2022 Multi-Year Performance Plan | February 2022 − February 2025 | • Absolute TSR between 9% and 21% • Relative TSR between the 25th and 75th percentiles | • Threshold 50% • Target 100% • Maximum 200% | Tracking Below Threshold for Absolute TSR and Above Threshold but Below Target for Relative TSR | | 2021 Multi-Year Performance Plan | February 2021 − February 2024 | • Absolute TSR between 9% and 21% • Relative TSR between the 25th and 75th percentiles | • Threshold 50% • Target 100% • Maximum 200% | Tracking Below Threshold for Absolute TSR and Above Threshold but Below Target for Relative TSR |

  53. Status of Outstanding Multi-Year Performance Equity Awards

    IX.

  54. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT In 2023, Willis Towers Watson, now WTW, was engaged by the Compensation Committee as its independent, third-party executive Compensation Consultant (as previously defined). The Compensation Consultant was engaged by and reports directly to the Compensation Committee. Upon the request of the Compensation Committee, a representative of the Compensation Consultant attends meetings of the Compensation Committee and communicates with the chairman of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of our executive officers. A written consulting agreement between the Compensation Committee and the Compensation Consultant outlines various executive compensation services including: • Advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices • Presenting information to assist the Compensation Committee in determining the appropriate peer group to be used to evaluate the competitiveness of our compensation program • Providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to our performance

  55. PEER GROUP ANALYSIS

    PEER GROUP ANALYSIS The Compensation Committee relies on compensation information as prepared by the Compensation Consultant to determine the competitive market for our executive officers, including the NEOs. The Compensation Committee uses compensation data compiled from a group of 15 publicly traded REITs (the “Peer Group”) selected using the following methodology: • Companies should have a primary investment focus generally on the lodging/resorts sector of the real estate industry or be part of a select group of Maryland-based REITs with whom we compete for talent • In terms of size, peer companies should be comparable based on implied market capitalization and/or total enterprise value (approximately 0.5x the size to 2.5x the size, based on total enterprise value, of the Company) We believe this Peer Group represents the companies with which we currently compete for executive talent and includes our principal business competitors. For 2023, the Peer Group consisted of the following 15 companies: This is the same Peer Group the Company used in 2022. In addition to this Peer Group, due to the limited number of REITs who, like us, separate the positions of Executive Chairman of the Board and Chief Executive Officer, we also have created a select Executive Chairman Peer Group (the “Executive Chairman Peer Group”) for purposes of evaluating the compensation of Mr. Johnson. The Executive Chairman Peer Group consists of 10 equity REITs that have executives that function exclusively as Chairman of the Board and not also as Chief Executive Officer.

  56. EXECUTIVE CHAIRMAN PEER GROUP

    EXECUTIVE CHAIRMAN PEER GROUP For 2022 and 2023 these companies are as follows: 1 Hersha Hospitality Trust became a private company in November 2023. To assess the competitiveness of our executive compensation program, we analyze Peer Group and Executive Chairman Peer Group proxy compensation data levels, as well as the mix of our compensation components with respect to fixed versus variable, short-term versus long-term, and cash versus equity-based pay. This information is presented to the Compensation Committee for its review and use. The Compensation Committee generally targets the compensation of each NEO at between the median and moderately above median for the applicable peer group for similar positions. In addition, the Compensation Committee also takes into account various factors, such as: • our performance within the applicable peer group • the scope of responsibilities for each individual executive • internal equity considerations • any succession and retention considerations X.

  57. Compensation Governance Practices and Policies

    | WHAT WE DO | | • We base a significant portion of our executive officers’ total compensation opportunity on performance; salaries comprise a modest portion of each executive officer’s total compensation opportunity • We generally establish a formulaic short-term incentive bonus program based on pre-established individual and corporate performance goals • We align our executive officers with our long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year, performance-based equity awards that use TSR as the main metric • We enhance executive officer retention with time-based, multi-year vesting equity incentive awards granted for prior-year performance • We have a clawback policy that was updated in 2023 • We have robust share ownership guidelines for our executives and agents • We have firmly committed to not make one-time awards to NEOs in the absence of extraordinary circumstances • The Compensation Committee, which is comprised solely of independent trustees, retains an independent Compensation Consultant |

  58. Compensation Governance Practices and Policies

    | WHAT WE DON’T DO | | • We do not provide tax gross-up payments to any of our executive officers • We do not provide “single-trigger” change in control cash severance payments • We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; incentive compensation is not based on a single performance motive • We do not guarantee annual compensation • We do not allow hedging or pledging of our securities • We do not offer excessive executive perquisites |

  59. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid to our NEOs in the fiscal years ended December 31, 2023, 2022 and 2021.

  60. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Share Awards(2) | Non-Share Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Robert L. Johnson Executive Chairman | 2023 | $500,000 | $1,619,527 | $760,800 | $— | $2,880,327 | | | 2022 | $500,000 | $1,587,809 | $746,000 | $— | $2,833,809 | | | 2021 | $500,000 | $1,744,536 | $628,936 | $— | $2,873,472 | | Leslie D. Hale President and Chief Executive Officer | 2023 | $840,000 | $6,510,572 | $1,727,000 | $51,329 | $9,128,901 | | | 2022 | $840,000 | $5,801,716 | $1,664,000 | $48,654 | $8,354,370 | | | 2021 | $840,000 | $13,904,935 | $1,507,368 | $48,290 | $16,300,593 | | Sean M. Mahoney Executive Vice President and Chief Financial Officer | 2023 | $550,000 | $1,744,106 | $640,000 | $51,329 | $2,985,435 | | | 2022 | $540,750 | $1,587,809 | $608,000 | $48,654 | $2,785,213 | | | 2021 | $540,750 | $3,820,791 | $560,000 | $48,290 | $4,969,831 | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 2023 | $550,000 | $1,420,368 | $640,000 | $45,485 | $2,655,854 | | | 2022 | $550,000 | $1,321,396 | $600,000 | $43,108 | $2,514,504 | | Chad D. Perry Executive Vice President, General Counsel and Corporate Secretary | 2023 | $320,730 | $1,284,400 | $362,000 | $29,426 | $1,996,556 |

  61. Summary Compensation Table

    (1) For 2023: Increases in annual base salary for each NEO are effective on March 1 of each year, provided such increases are approved by the Compensation Committee. As of March 1, 2023, Mr. Johnson, Ms. Hale and Mr. Bardenett did not receive a base salary increase, Mr. Perry’s salary is prorated to reflect that he joined the Company in April 2023 and Mr. Mahoney received a base salary increase effective March 1, 2023 and the base salaries as of that date for each of Mr. Johnson, Ms. Hale, Mr. Mahoney, Mr. Bardenett, and Mr. Perry were as follows:

  62. Summary Compensation Table

    | Mr. Johnson: $500,000 | Ms. Hale: $840,000 | Mr. Mahoney: $550,000 | Mr. Bardenett: $550,000 | Mr. Perry: $465,000 |

  63. Summary Compensation Table

    (2) For 2023: Represents the aggregate grant date fair value of the (i) annual grant of restricted shares approved by the Compensation Committee on February 15, 2023, (ii) sign-on equity award granted to Mr. Perry on April 27, 2023, and (iii) performance units granted on February 17, 2023, calculated in accordance with FASB ASC Topic 718. The restricted shares granted as annual equity awards vest ratably on each of the first three annual anniversaries of the date of grant and Mr. Perry’s sign-on equity award vests ratably on each of the first two annual anniversaries of the date of grant. The performance units may be settled in common shares if the Company achieves certain performance over a three-year period. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—Equity Awards—Multi-Year Performance Equity Awards—2023 Multi-Year Equity Awards”. The grant date fair values of the performance units, based upon the probable outcome of the performance units as of the grant date, are as follows:

  64. Summary Compensation Table

    | Mr. Johnson $969,536 | Ms. Hale: $3,897,579 | Mr. Mahoney: $1,044,116 | Mr. Bardenett $820,377 |

  65. Summary Compensation Table

    Assuming the highest performance conditions are met with respect to the performance units, the value of the performance units, based on a closing price of $11.33 per common share on February 17, 2023 would be as follows:

  66. Summary Compensation Table

    | Mr. Johnson $1,300,000 | Ms. Hale: $5,226,000 | Mr. Mahoney: $1,400,000 | Mr. Bardenett $1,100,000 |

  67. Summary Compensation Table

    (3) Represents the annual cash performance bonus for each NEO for the relevant year. The amounts shown in the “All Other Compensation” column reflect the following:

  68. Summary Compensation Table

    | Name | Fiscal Year Ended December 31 | Health and Dental Care Premiums | Long-Term, Short-Term Disability and Life Insurance Benefits | Parking Benefits | Health Club Premiums | 401(k) Plan Match | | Robert L. Johnson | 2023 | $— | $— | $— | $— | $— | | | 2022 | $— | $— | $— | $— | $— | | | 2021 | $— | $— | $— | $— | $— | | Leslie D. Hale | 2023 | $32,555 | $1,614 | $3,960 | $— | $13,200 | | | 2022 | $30,880 | $1,614 | $3,960 | $— | $12,200 | | | 2021 | $31,215 | $1,635 | $3,840 | $— | $11,600 | | Sean M. Mahoney | 2023 | $32,555 | $1,614 | $3,960 | $— | $13,200 | | | 2022 | $30,880 | $1,614 | $3,960 | $— | $12,200 | | | 2021 | $31,215 | $1,635 | $3,840 | $— | $11,600 | | Thomas Bardenett | 2023 | $26,711 | $1,614 | $3,960 | $— | $13,200 | | | 2022 | $25,334 | $1,614 | $3,960 | $— | $12,200 | | Chad D. Perry | 2023 | $21,835 | $1,076 | $2,640 | $— | $3,875 |

  69. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning the grants of plan-based awards made to each NEO for the fiscal year ended December 31, 2023.

  70. Grants of Plan-Based Awards

    | Name and Position | Grant Approved | Estimated Future Payouts under Non-Share Incentive Plan Awards(1) | | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Share Awards: Number of Shares or Share Units | Grant Date Fair Value of Shares | | | | Threshold | Target | Maximum | Outperform | Threshold | Target | Maximum | | | | Robert L. Johnson Executive Chairman | 2/17/23 | $375,000 | $625,000 | $875,000 | $1,125,000 | | | | 57,369(3) | $649,991(4) | | | 2/17/23 | | | | | 28,685 | 57,369 | 114,738 | | $969,536(5) | | Leslie D. Hale President and Chief Executive Officer | 2/17/23 | $1,050,000 | $1,470,000 | $1,890,000 | $2,310,000 | | | | 230,626(3) | $2,612,993(4) | | | 2/17/23 | | | | | 115,313 | 230,626 | 461,252 | | $3,897,579(5) | | Sean M. Mahoney Executive Vice President and Chief Financial Officer | 2/17/23 | $368,500 | $550,000 | $731,500 | $907,500 | | | | 61,782(3) | $699,990(4) | | | 2/17/23 | | | | | 30,891 | 61,782 | 123,564 | | $1,044,116(5) | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 2/17/23 | $368,500 | $550,000 | $731,500 | $907,500 | | | | 52,956(3) | $599,991(4) | | | 2/17/23 | | | | | 24,272 | 48,543 | 97,086 | | $820,377(5) | | Chad D. Perry Executive Vice President and General Counsel | 4/27/23 | $212,390 | $317,000 | $421,610 | $523,050 | | | | 130,000(6) | $1,284,400(4) | | | | | | | | — | — | — | | $— |

  71. Grants of Plan-Based Awards

    (1) These columns show the range of potential payouts for 2023 performance under our annual incentive cash bonus awards for our executive officers as described in the section titled “Annual Cash Bonus” in the Compensation Discussion and Analysis (based on their December 31, 2023 base salary). The annual incentive cash bonus awards were granted on February 17, 2023, the date the awards were approved. Mr. Perry joined the Company in April 2023 and his estimated future payouts represent a pro-ration based upon his start date. (2) These columns show the range of potential payouts for performance units granted to our executive officers under the 2021 Equity Incentive Plan. Performance units may be settled in common shares if the Company achieves certain performance over a three-year performance period. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation— Equity Awards—2023 Multi-Year Performance Equity Awards. Mr. Perry joined the Company in April 2023 and was not granted any performance units in 2023. (3) The annual equity awards for 2022 performance, in the form of restricted shares granted under the 2021 Equity Incentive Plan, vest ratably on each of the first three anniversaries of February 17, 2023, the grant date. (4) Amounts represent the aggregate grant date fair value of restricted shares granted to our NEOs during 2023, calculated in accordance with FASB ASC Topic 718. (5) Amounts represent the performance units granted to each of Mr. Johnson, Ms. Hale, Mr. Mahoney and Mr. Bardenett on February 17, 2023, based upon the probable outcome of the performance conditions as of the grant date, calculated in accordance with FASB ASC Topic 718. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—Equity Awards— 2023 Multi-Year Performance Equity Awards.” (6) The sign-on equity award for Mr. Perry, in the form of restricted shares granted under the 2021 Equity Incentive Plan, vests ratably on each of the first two anniversaries of the April 27, 2023 grant date.

  72. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Outstanding Equity Awards at Fiscal Year-End December 31, 2023 The following table sets forth the outstanding equity awards for each NEO as of December 31, 2023.

  73. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | Name and Position | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Equity Incentive Plan Awards: Market or Payout Value of Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) | | Robert L. Johnson Executive Chairman | 126,377(1) | $1,481,138 | 147,467 | $1,728,313 | | Leslie D. Hale President and Chief Executive Officer | 790,879(1) | $9,269,102 | 559,147 | $6,553,203 | | Sean M. Mahoney Executive Vice President and Chief Financial Officer | 215,615(1) | $2,527,008 | 151,880 | $1,780,034 | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 151,490(1) | $1,775,463 | 108,474 | $1,271,315 | | Chad D. Perry Executive Vice President, General Counsel and Corporate Secretary | 130,000(4) | $1,523,600 | — | $— |

  74. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    (1) Represents awards of restricted shares that were granted on (i) February 28, 2020, which vest ratably on each of the first four anniversaries of the grant date; and (ii) May 4, 2021, February 17, 2022, and February 17, 2023, which vest ratably on each of the first three anniversaries of the grant date. In addition, for Ms. Hale, Mr. Mahoney and Mr. Bardenett, also includes a retention award of restricted shares, which vests on the first three anniversaries of the grant date as follows: 10% after one year, 25% after the second year and 65% after the third year. (2) Value based on $11.72 per share, which was the closing price of our common shares on the NYSE on December 29, 2023. (3) Represents the target number of performance units that may be settled in restricted shares or common shares, as applicable, assuming the Company achieves certain performance metrics over a three-year performance period. The performance units awarded in 2020 vest over a four-year period, including a three-year performance-based vesting period ending on February 28, 2023, plus an additional one-year time-based vesting period ending on February 28, 2024. The performance units awarded in 2021 vest over a three-year period, with a three-year performance period ending on February 15, 2024. The performance units awarded in 2022 vest over a three year performance period, with the three-year period ending on February 17, 2025. The performance units awarded in 2023 vest over a three year performance period, with the three-year period ending on February 17, 2026. Mr. Perry joined the Company in 2023 and was not granted any performance units in 2023. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—2023 Multi-Year Performance Equity Awards”. Represents award of restricted shares that were granted on April 27, 2023, which vest ratably on each of the first two anniversaries of the grant date.

  75. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  76. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Presented below is the ratio of annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee (excluding our Chief Executive Officer). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. In identifying our median employee, we calculated the annual total cash compensation of each employee for the 12-month period ended on December 31, 2023. Total cash compensation for these purposes included base salary, bonus, the value of restricted shares that vested during 2023 and dividends on unvested Company restricted shares and was calculated using internal payroll/tax records. We did not apply any cost-of-living adjustments as part of the calculation. We selected the median employee based on the full-time, part-time, temporary and seasonal workers who were employed as of December 31, 2023. We have no non-US employees. Our Chief Executive Officer for the 12-month period that ended on December 31, 2023, was Ms. Hale. The 2023 annual compensation as determined under Item 402 of Regulation S-K for Ms. Hale, our Chief Executive Officer at December 31, 2023, the date on which the median employee was identified, was $9,128,901. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $153,806. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for fiscal year 2023 is 59.4 to 1.

  77. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2020, 2021, 2022 and 2023 calendar years. Note that compensation for our NEOs other than our principal executive officer (“PEO”) is reported as an average.

  78. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(2) | Value of initial fixed $100 Investment based on: | | Net Income ($mm) | Comparable Hotel EBITDA ($mm)(4) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | | | | 2023 | $9,128,901 | $9,360,617 | $2,629,543 | $2,712,581 | $69.69 | $89.79 | $77 | $401 | | 2022 | $8,354,370 | $1,305,337 | $2,711,175 | $1,162,789 | $60.86 | $72.15 | $42 | $370 | | 2021 | $16,300,593 | $12,578,908 | $3,921,652 | $2,958,736 | $79.15 | $85.25 | $(311) | $203 | | 2020 | $6,993,771 | $8,012,927 | $2,396,123 | $2,476,082 | $80.19 | $74.09 | $(409) | $4 |

  79. Pay Versus Performance Disclosure

    (1) For each fiscal year, our PEO and other NEOs included the individuals indicated in the table below:

  80. Pay Versus Performance Disclosure

    | | 2020 | 2021 | 2022 | 2023 | | PEO | Ms. Hale | Ms. Hale | Ms. Hale | Ms. Hale | | Other NEO | Mr. Johnson | Mr. Johnson | Mr. Johnson | Mr. Johnson | | Other NEO | Mr. Mahoney | Mr. Mahoney | Mr. Mahoney | Mr. Mahoney | | Other NEO | N/A | N/A | Mr. Bardenett | Mr. Bardenett | | Other NEO | N/A | N/A | N/A | Mr. Perry |

  81. Pay Versus Performance Disclosure

    Compensation actually paid to our PEO and other NEOs represents the “Total” compensation reported in the SCT for the applicable fiscal year, adjusted as follows:

  82. Pay Versus Performance Disclosure

    | | 2020 | | 2021 | | 2022 | | 2023 | | | | PEO | Avg. Other NEOs | PEO | Avg. Other NEOs | PEO | Avg. Other NEOs | PEO | Avg. Other NEOs | | Summary Compensation Table Total(a) | $6,993,771 | $2,396,123 | $16,300,593 | $3,921,652 | $8,354,370 | $2,711,175 | $9,128,901 | $2,629,543 | | Deduct equity award value reported in the SCT | $(4,782,580) | $(1,314,152) | $(13,904,935) | $2,782,664 | $(5,801,717) | $(1,499,005) | $(6,510,572) | $(1,517,090) | | Add year-end fair value (FV) of awards granted during the FY that remain unvested as of FY end | $6,383,205 | $1,753,969 | $12,109,960 | $2,418,637 | $3,856,627 | $997,491 | $6,435,620 | $1,563,706 | | Change in year-end FV of prior year awards remaining unvested at FY end | $(447,801) | $(201,186) | $(2,009,371) | $(625,069) | $(5,344,802) | $(1,110,460) | $(63,330) | $(34,939) | | Change in FV from prior FY end of prior-year awards that vested during FY | $(190,352) | $(186,479) | $39,270 | $14,648 | $98,371 | $29,130 | $111,356 | $25,809 | | Add dividends or other earnings paid during FY prior to vesting date | $56,684 | $27,807 | $43,391 | $11,532 | $142,488 | $34,458 | $258,642 | $45,552 | | Total adjustments | $1,019,156 | $79,959 | $(3,721,685) | $(962,916) | $(7,049,033) | $(1,548,386) | $231,716 | $83,038 | | Compensation Actually Paid Total | $8,012,927 | $2,476,082 | $12,578,908 | $2,958,736 | $1,305,337 | $1,162,789 | $9,360,617 | $2,712,581 |

  83. Pay Versus Performance Disclosure

    (a) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vested restricted shares awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting dates and (ii) for market-based performance share units, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended 2023 and prior fiscal years. (3) For the relevant fiscal year, represents the cumulative TSR of the Company and of the Dow Jones U.S. Select Real Estate Hotels Index (the “Peer Group TSR”). (4) Comparable Hotel Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is a non-GAAP measure. Hotel EBITDA is defined as net income or loss excluding: (1) interest expense; (2) income tax benefit or expense; (3) depreciation and amortization expense; (4) certain items considered outside the normal course of operations; (5) corporate-level expenses; and (6) certain non-cash items to provide a more complete understanding of the operating results over which individual hotels and operators have direct control. Comparable Hotel EBITDA adjusts Hotel EBITDA to include the operating results for all hotels owned as of the last day of the reporting period, which includes operating results derived from information provided by the sellers of the hotels for periods prior to our ownership and excludes the operating results from sold hotels that were not owned as of the last day of the reporting period. The following table provides a reconciliation of GAAP net income (loss) to Comparable Hotel EBITDA for the years ended December 31, 2023, 2022, 2021 and 2020 (in thousands):

  84. Pay Versus Performance Disclosure

    | | For the year ended December 31, | | | | | | 2023 | 2022 | 2021 | 2020 | | Net income (loss) | $76,617 | $42,215 | $(311,088) | $(408,802) | | Depreciation and amortization | 179,103 | 184,875 | 187,778 | 194,168 | | Interest expense, net | 79,064 | 88,596 | 105,370 | 95,932 | | Income tax expense | 1,256 | 1,518 | 1,188 | 51,970 | | Adjustments related to unconsolidated joint ventures(a) | 1,374 | 1,519 | 1,633 | 2,237 | | EBITDA | 337,414 | 318,723 | (15,119) | (64,495) | | Loss (gain) on sale of hotel properties, net | 34 | (1,017) | 2,378 | (2,703) | | Impaiment losses | — | — | 144,845 | — | | Impaiment losses of unconsolidated joint ventures(b) | — | — | — | 6,546 | | EBITDAre | 337,448 | 317,706 | 132,104 | (60,652) | | Transaction costs | 223 | (345) | 94 | (158) | | Pre-opening costs | 1,351 | 2,258 | 144 | — | | Loss (gain) on extinguishment of indebtedness, net | 169 | 39 | (893) | — | | Amortization of share-based compensation | 24,285 | 21,664 | 17,054 | 12,200 | | Corporate and property-level severance(c) | — | — | 904 | 8,653 | | Derivative (gains) losses in accumulated other comprehensive loss (incomed) reclassified to earnings(d) | — | (5,866) | 10,658 | — | | Other expenses (income)(e) | 996 | 1,067 | 1,942 | (1,125) | | Adjusted EBITDA | 364,472 | 336,523 | 162,007 | (41,082) | | General and administrative(f) | 34,713 | 34,666 | 30,472 | 28,941 | | Other corporate adjustments(g) | 3,031 | (569) | (784) | 682 | | Consolidated Hotel EBITDA | 402,216 | 370,620 | 191,695 | (11,459) | | Comparable adjustments—(income) loss from sold hotels | (813) | (1,186) | 7,565 | 19,128 | | Comparable adjustments-income (loss) from acquired hotels | — | 558 | 3,441 | (3,258) | | Comparable Hotel EBITDA | $401,403 | $369,992 | $202,701 | $4,411 |

  85. Pay Versus Performance Disclosure

    Note: (a) Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint ventures. (b) Includes our ownership interest in the impairment loss of one of our unconsolidated joint ventures. (c) The year ended December 31, 2021 includes severance for associates at hotels operating under collective bargaining agreements. The year ended December 31, 2020 includes $6.7 million related to severance for associates at our New York City hotels operating under collective bargaining agreement. (d) Reclassification of interest rate swap (gains) losses from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges. (e) Represents expenses and income outside of the normal course of operations including debt modification costs, legal and other costs, and hurricane-related costs that were not reimbursed by insurance. Other expense for the year ended December 31, 2023 includes one-time management company transition costs. Other income for the year ended December 31, 2020 includes a benefit of $1.8 million due to the reversal of an excess accrued liability related to a labor matter. (f) Excludes amortization of share-based compensation costs reflected in Adjusted EBITDA. (g) Other corporate adjustments include property-level adjustments and certain revenues and expenses at corporate entities. These items include interest income, amortization of deferred management fees, key money amortization, ground rent amortization, legal fees, revenues and expenses associated with non-hotel properties, income (loss) from unconsolidated entities, internal lease rent expense, and other items.

  86. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent the most important financial measures used by us to link compensation actually paid to our PEO and other NEOs for the fiscal year ended December 31, 2023: • Comparable Hotel EBITDA; • Revenue Per Available Room (“RevPAR”); and • Total Shareholder Return