DEF 14A of RLJ Lodging Trust, Mar 23, 2026

DEF 14A of RLJ Lodging Trust

Filed Mar 23, 2026 · FY20250001104659-26-033293

Open on EDGAR

  1. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    Nominees for Election for a One-Year Term Expiring at the 2027 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 2027 Annual Meeting

    | Name | Age(1) | Title | | Robert L. Johnson | 79 | Executive Chairman of the Board of Trustees | | Leslie D. Hale | 53 | President and Chief Executive Officer | | Evan Bayh | 70 | Trustee | | Arthur R. Collins | 66 | Trustee | | Nathaniel A. Davis | 72 | Lead Independent Trustee | | Patricia L. Gibson | 63 | Trustee | | Robert M. La Forgia | 67 | Trustee | | Robert J. McCarthy | 72 | Trustee | | Robin Zeigler | 53 | Trustee |

  3. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    (1) Age as of March 23, 2026 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 2027 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) • 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 79 | | | | CAREER HIGHLIGHTS RLJ Lodging Trust • Founder and Executive Chairman (2011 to present) The RLJ Companies LLC, which owns or holds interests in a diverse portfolio of companies operating in hotel real estate, private equity, 401(k) fintech services, automobile dealerships, content streaming, gaming, and sports betting. • Founder and Chairman (2000 to present) RLJ Development, LLC*, a real estate investment firm focused on lodging and hotel properties and the predecessor to RLJ Lodging Trust • Co-Founder and Chairman (2000) Black Entertainment Television (BET), a cable television network and multimedia group, which was acquired by Viacom Inc. in 2001 • Chief Executive Officer (until 2006) • Founder and Chairman (1979-2006) | EDUCATION • B.A., University of Illinois • Master of Public Administration, Princeton University KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. Johnson should serve on our Board based on his experience as a successful business leader and entrepreneur, as well as his experience in a number of critical areas, including: • Real estate • Finance • Brand development • Multicultural marketing | | | | |

  5. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    Affiliate of the Company.

  6. Nominees for Election for a One-Year Term Expiring at the 2027 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 53 | | | | 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: • Chair of the Board of Trustees, Howard University • Chair of the Federal Reserve Bank of Richmond - Baltimore Branch Board 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 2027 Annual Meeting

    * Affiliate of the Company.

  8. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    | COMMITTEES • Compensation • Nominating and Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • Marathon Petroleum (NYSE: MPC) • Fifth Third Bank (NASDAQ: FITB) | SENATOR EVAN BAYH | Trustee since May 2011 | | | SENIOR ADVISOR, APOLLO GLOBAL MANAGEMENT Age 70 | 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 globally diversified law firm • Partner (2010 to 2018) United States Senate • Senator, representing the state of Indiana (1999 to 2010) • Served on six committees: Banking, Housing and Urban Affairs; Armed Services; Energy and Natural Resources; the Select Committee on Intelligence; Small Business and Entrepreneurship; and the Special Committee on Aging • Chaired two subcommittees | CAREER HIGHLIGHTS United States Government • Governor of Indiana (1989 to 1997) EDUCATION • B.A., Business Economics, with honors, Indiana University • J.D., University of Virginia KEY SKILLS AND QUALIFICATIONS Our Board has determined that Senator Bayh’s experience as a former United States Senator and former Governor of Indiana adds valuable expertise to our Board, in addition to his: • Government and regulatory acumen • Breadth of executive and management experience • Public company board service and corporate governance experience • Knowledge of finance, mergers and acquisitions and other investments • Global business environment • Leadership on ESG initiatives, especially related to sustainability and energy efficiency Our Board has determined that Mr. Bayh’s service on two 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 2027 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 CHAIRMAN, theGROUP Age 66 | Independent | | | | CAREER HIGHLIGHTS theGROUP, a government relations and public affairs consulting firm • Founder and Chairman (1989 to present) EDUCATION • B.A., Accounting and Finance, Florida A&M University • Doctor of Humane Letters, Florida A&M University Mr. Collins currently serves as: • Chairman of the Board of Trustees, Morehouse School of Medicine • Member of the Board of Trustees, Ford’s Theatre • Member of the Board of Trustees, Smithsonian National Museum of Asian Art He has previously served as chairman of the Board of Trustees of Florida A&M University, Vice Chair of the Board of Trustees of The Brookings Institution and a member of the Board of Trustees of Meridian International Center. | KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. Collins should serve on our Board in view of his: • Overall business acumen and experience • Board governance expertise and public company board experience • Expertise in governmental affairs and regulatory matters • Knowledge of ESG issues and associated risks Further, our Board believes Mr. Collins’ government relations experience will be helpful in navigating and influencing the current governmental and regulatory landscape. Our Board has determined that Mr. Collins’ service on two public company boards in addition to his service on our Board will not impair his service on our Board. | | | | |

  10. Nominees for Election for a One-Year Term Expiring at the 2027 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 72 | Lead Independent Trustee since July 2016 | | | | CAREER HIGHLIGHTS Stride, Inc. (formerly K12, Inc), an education services company • Former CEO (2013 to 2016 and 2018 to 2021) and Executive Chairman (2018 to 2022) RANND Advisory Group, LLC, a business consulting group that advises venture capital, media, and technology firms • Managing Director (2003 to 2013) XM Satellite Radio, a broadcasting company that provides satellite radio and online radio services • CEO & President (2006 to 2008) • Director (1999 to 2008) Columbia Capital, an investment company focused on the communications and technology space • Executive-in-Residence (2003 to 2006) XO Communications, a telecommunications company later purchased by Verizon Communications • President & COO (2000 to 2003) • Director (2000 to 2003) NEXTEL, INC., a wireless communication company • Executive Vice President (1998 to 2000) MCI COMMUNICATIONS CORPORATION, a telecommunications company • CFO, MCI Telecommunications, and senior management positions in other divisions (1982 to 1997) Mr. Davis is also a member of the board of directors of Unisys Corporation, a technology services company. | EDUCATION • B.S., Engineering, Stevens Institute of Technology • Master of Science in Computer Science, University of Pennsylvania • M.B.A., Wharton School of Business, University of Pennsylvania KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. Davis should serve on our Board in view of his: • Overall business acumen and experience with venture capital, media and technology • Strong executive and management experience in publicly traded companies, including expertise in finance and accounting • Knowledge of business plan and business process management, including sales process development • Expertise in information technology and experience reviewing and addressing cybersecurity risks Our Board has also determined that Mr. Davis should serve on our Board based on his extensive financial, operational, executive and entrepreneurial experience. Mr. Davis was promoted to independent leadership of the Board through his status as lead independent trustee. | | | | |

  11. Nominees for Election for a One-Year Term Expiring at the 2027 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 63 | Independent | | | | CAREER HIGHLIGHTS Banner Oak Capital Partners, LP, a real estate investment management firm • Co-Founder & CEO (2016 to present) Hunt Realty Investments, the centralized real estate investment management company for the Hunt family and related entities • President (2010 to 2016) • Senior Vice President (1997 to 2010) Senior Financial Positions • Archon Group, a subsidiary of Goldman Sachs & Co. • The Travelers Realty Investment Company, Director (2000 to 2003) Ms. Gibson is also a member of the board of directors of Pacolet Milliken Enterprises, Inc., a private investment company focused on energy and real estate investments and is a board member and the Investment Committee Chair of AIMCO. From 2014-2016, she served as the chair of the National Association of Real Estate Investment Managers. Ms. Gibson previously served as a director of FelCor Lodging Trust Incorporated from March 2016 until its merger with a subsidiary of the Company in August 2017. | EDUCATION • B.S., Finance, Fairfield University • M.B.A., University of Connecticut • Certified as a Chartered Financial Analyst KEY SKILLS AND QUALIFICATIONS Our Board has determined that Ms. Gibson should serve on our Board in view of her: • Significant financial, real estate, investment and asset management experience • Leadership in actively managing real estate platforms and assets • Prior experience as a board member of a publicly traded company that owned and operated with hotel company partners a diversified portfolio of hotels • Experience assessing and addressing cybersecurity risks | | | | |

  12. Nominees for Election for a One-Year Term Expiring at the 2027 Annual Meeting

    | COMMITTEES • Audit • Nominating & Corporate Governance | ROBERT M. LA FORGIA | Trustee since May 2011 | | | PRINCIPAL AND CHIEF EXECUTIVE OFFICER, APERTOR HOSPITALITY, LLC Age 67 | Independent | | | | CAREER HIGHLIGHTS Apertor Hospitality, LLC, a national advisory services firm specializing in the hospitality industry • Founder, Principal & CEO (2009 to present) The Atalon Group, LLC, a boutique turnaround management and advisory firm specializing in troubled real estate situations • Executive Vice President—Finance (2008 to 2010) Hilton Hotels Corporation (currently Hilton Worldwide Holdings (NYSE: HLT)), a global hospitality company that manages and franchises a broad portfolio of hotels and resorts • Chief Financial Officer (2004 to 2008) • Senior Vice President & Controller (1996 to 2004) • Numerous Management Positions Mr. La Forgia serves on the board of directors of LivAway Suites, a nationwide economy extended stay hotel brand. From 2018 through 2024, Mr. La Forgia served on the board of advisors of Keystone National Group, a private markets investment management firm specializing in private credit and income-producing real estate. Mr. La Forgia also previously served on the board of advisors of Sundance Bay, a real estate private equity firm specializing in multifamily, debt and net lease investments and on the board of directors of the Park City Community Foundation. | EDUCATION • B.S., Accounting, Providence College • M.B.A., Anderson School of Management, University of California, Los Angeles KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. La Forgia should serve on our Board in view of his: • Significant experience in accounting, finance, real estate, capital markets and hospitality • Solid experience in hospitality as evidenced by his 26-year tenure at Hilton Hotels, a publicly held company • Valuable experience in board deliberations and oversight specific to the Company’s strategic direction Our Board also has determined that Mr. La Forgia qualifies as an “audit committee financial expert”. | | | | |

  13. Nominees for Election for a One-Year Term Expiring at the 2027 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 72 | Independent | | | | CAREER HIGHLIGHTS McCarthy Investments, LLC, a limited liability company focused on investments in the cyber/ corporate intelligence space and early/mid-stage technology investments • Chairman (2014 to present) Hotel Development Partners, a joint venture focused on acquiring and developing premier-branded, select-service hotels • Chairman (2014 to present) Marriott International, Inc. (Retired 2014), a multinational company that operates, franchises and licenses lodging, including hotel properties • Chief Operations Officer • Oversight for Global Lodging Services, The Ritz Carlton Hotel Company • Reporting responsibility for Marriott’s four continental operating divisions spanning 4,000 hotels across 20 lodging brands • Group President of the Americas with oversight of more than 3,000 hotels In addition to Mr. McCarthy’s public board service, he previously served on the board of directors of Meeting Play, a technology company serving the hospitality industry. | EDUCATION • B.S., Business Administration, Villanova University KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. McCarthy should serve on our Board in view of his: • Significant leadership and success in the lodging industry • Extensive experience in hotel operations and hotel acquisitions and dispositions • Multifaceted operational experience, including oversight of revenue management, sales, marketing, brand management, architecture and construction, and information services | | | | |

  14. Nominees for Election for a One-Year Term Expiring at the 2027 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 FOUNDER, MURAL REAL ESTATE PARTNERS, LLC Age 53 | Independent | | | | CAREER HIGHLIGHTS MURAL Real Estate Partners, LLC, a privately owned, full-service real estate company that aims to spur economic development in under served markets • CEO and Founder (2022 to present) Cedar Realty Trust, a real estate investment trust with a primary focus on grocery-anchored shopping centers • Senior Executive Vice President & Chief Operating Officer, Cedar Realty Trust (2016 to 2022) Penzance, a commercial real estate investment company • Executive Vice President & Head of Operations, Penzance (2015 to 2016) Federal Realty Investment Trust, an equity real estate investment trust focused on the ownership, operation and development of high-quality retail properties • Chief Operating Officer, Mid-Atlantic Region, Federal Realty Investment Trust In addition, Ms. Zeigler serves on the board of directors for Jones Lang LaSalle Income Property Trust, a non-traded REIT, and NETSTREIT, a public retail net lease company. She is a trustee of the International Council of Shopping Centers and on the Advisory Board of Urban Land Institute New York. | EDUCATION • B.S., Accounting, Florida A&M University • M.B.A., Georgia State University KEY SKILLS AND QUALIFICATIONS Our Board has determined 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 | $112,500 | $129,996(2) | $8,258(4) | $250,754 | | Arthur R. Collins | $102,500 | $129,996(2) | $6,179(3) | $238,675 | | Nathaniel A. Davis | $145,000 | $129,996(2) | $6,179(4) | $281,175 | | Patricia L. Gibson | $102,500 | $129,996(2) | $8,772(4) | $241,269 | | Robert M. La Forgia | $117,500 | $129,996(2) | $6,768(4) | $254,264 | | Robert McCarthy | $102,500 | $129,996(2) | $6,179(3) | $238,675 | | Robin Zeigler | $102,500 | $129,996(2) | $14,051(4) | $246,547 |

  16. Executive Compensation Program Highlights

    | FORMULAIC ANNUAL CASH BONUSES WITH PRE-DETERMINED GOALS | For our Continuing Officer NEOs, 100% of our Executive Chairman’s, 85% of the Chief Executive Officer’s, 80% of our Chief Operating Officer’s and General Counsel’s, and 75% of our Chief Financial Officer’s, annual cash bonuses are formulaic and are based on the achievement of rigorous, pre-established corporate performance goals with the remainder for each NEO being based on individual performance. 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 Total Shareholder Return (“TSR”) performance. Approximately 50% of the value of our applicable 2025 NEOs’ equity awards is granted in performance-based share units that vest at the end of three years subject to achieving rigorous TSR hurdles. See page 45 for an analysis of related equity awards earned by our CEO. |

  18. Realized CEO Pay Outcomes and Pay-for-Performance Alignment

    Realized CEO Pay Outcomes and Pay-for-Performance Alignment As discussed in the “Executive Compensation Highlights” section of this Proxy Statement, our executive compensation program is designed to align compensation ultimately realized by our executives with the long-term interests of shareholders and is heavily weighted on equity compensation and ultimately share price performance. As a result, the compensation realized by our CEO, and that of our NEOs, may differ from what was initially granted depending on Company performance. The Compensation Committee believes that providing a comparison of compensation realized by our CEO against what was reported in the Summary Compensation Table provides investors with a more complete understanding of our executive compensation program and outcomes. 90% of our CEO’s compensation is delivered in the form of variable/at-risk pay based on the Company’s performance. This variable compensation comes in the form of both our annual cash bonus program and performance and time-based equity awards, whose ultimate value is tied to multiyear TSR goals (in the case of performance-based awards) and Company share price (in the case of time-based awards). Because of this, realized pay outcomes are directly influenced by the Company’s TSR performance over time. When shareholder returns do not meet the rigorous performance goals we have established, the value ultimately realized by our CEO (and other NEOs) declines accordingly, fostering a direct alignment between pay and performance. As can be seen in the illustration below, over the past five fiscal years the realized pay for our CEO has been materially lower, approximately 45% on average, than the values as disclosed in the Summary Compensation Table and has largely tracked TSR performance. Furthermore, the actual realized pay has never equaled or exceeded the potential amount of compensation reported in the Summary Compensation Table during the most recent five-year period. The Compensation Committee views this as evidence of the rigor inherent in the Company’s incentive design, and believes this outcome reflects the intention of the Company’s executive compensation program to reward performance and is indicative of long-term alignment with shareholders. Note that “SCT Reported Pay” reflects base salary, cash bonus earned, and the grant date fair value of equity awards granted in each year. “Realized Pay” reflects base salary, actual cash bonus earned for the fiscal year, plus the current value of all equity awards (using the number of shares actually issued in connection with both time-based and performance-based awards) multiplied by RLJ’s closing stock price on December 31, 2025 of $7.45 per share. Performance-based equity awards granted in 2023, 2024, and 2025 were all still outstanding as of December 31, 2025; as such, we have used their tracking payouts as of December 31, 2025 to estimate their value above. IV.

  19. 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 consists of four elements:

  20. 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 time-based equity grants | The Compensation Committee awards annual time-based equity grants to ensure alignment with shareholders and as a retention tool. Grants of time-based restricted shares are determined based on an assessment of our overall corporate performance on both an absolute and relative basis to our peers. | | • Multi-year performance equity grants | The Compensation Committee awards multi-year performance equity grants to ensure alignment with shareholder interests over a multi-year period and as a retention tool. These awards will only be earned by the recipients if we achieve certain defined TSR targets over a prospective performance period. |

  21. 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.

  22. 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 total at-risk compensation representing 81% of the Executive Chairman’s, 90% of the CEO’s, and an average of 77% for the COO, GC, and CFO; these three NEOs (the “Other NEOs”) for the Continuing Officer NEOs’ approved compensation in 2025.

  23. 2025 Target Compensation

    2025 Target Compensation We believe our annual cash bonus program encourages our executives to take prudent steps to achieve, and if possible, exceed, our annual business plan, which we believe will increase shareholder value over the long-term. We have not guaranteed our executives any minimum cash bonus payments. As a result, in the event of poor individual and/or corporate performance in any year, the executives could receive no cash bonus for that year. The largest individual component of executive officer total compensation is equity compensation. With certain exceptions for newly appointed executive officers in the year of appointment, 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. In addition, the Compensation Committee has determined that, beginning in 2027, target performance for relative TSR under multi-year, performance based equity awards will be increased from the 50th percentile to the 55th percentile 3.

  24. 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 2025, the Compensation Committee considered such performance factors in determining cash bonus payouts as further outlined under “Annual Cash Bonus” 4.

  25. 2025 Compensation Snapshot−Approved Values

    | Name and Principal Position | Performance Year | Salary | Annual Cash Bonus | Annual Time- Based Equity Awards(1)(2) | Target Value of the Multi-Year Performance Equity Awards(1)(3) | Total Approved Value | | Robert L. Johnson Executive Chairman | 2025 | $515,000 | $636,883 | $765,000 | $765,000 | $2,681,883 | | Leslie D. Hale President and Chief Executive Officer(4) | 2025 | $882,000 | $1,622,116 | $3,175,000 | $3,175,000 | $8,854,116 | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 2025 | $565,000 | $600,000 | $850,000 | $850,000 | $2,865,000 | | Frederick D. McKalip Executive Vice President, General Counsel and Corporate Secretary(5) | 2025 | $465,000 | $465,000 | $475,000 | $475,000 | $1,880,000 | | Nikhil Bhalla Senior Vice President, Chief Financial Officer and Treasurer(6) | 2025 | $425,000 | $260,000 | $425,000 | $425,000 | $1,535,000 | | Sean M. Mahoney Former Executive Vice President and Chief Financial Officer(7) | 2025 | $550,000 | $249,000 | $— | $— | $799,000 | | Chad D. Perry Former Executive Vice President, General Counsel and Corporate Secretary(8) | 2025 | $465,000 | $— | $— | $— | $465,000 |

  26. ANNUAL CASH BONUS

    ANNUAL CASH BONUS Our NEOs each have an opportunity to earn an annual cash incentive award designed to reward annual corporate performance, and, with respect to the other 2025 NEOs, to also encourage and reward individual achievement during the year. In the first calendar quarter of 2025, the Compensation Committee established a target annual cash incentive award opportunity for each of our 2025 NEOs (other than Messrs. McKalip and Bhalla) 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 pages 62. The targeted annual cash incentive award opportunity and the performance goals set by the Compensation Committee (discussed below) are communicated to the NEOs at the beginning of each year. For Mr. McKalip, who was appointed to his current position during the 2025 calendar year, his annual cash incentive award opportunity is based solely on the program applicable to the other 2025 NEOs. For Mr. Bhalla who was appointed to his current position during the 2025 calendar year, his annual cash incentive award opportunity did not change from his prior position to his newly appointed role. The bonus he received was pro-rated based on the portion of the year he served in his prior position and the portion served in his newly appointed role. 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. 2025 BONUS OPPORTUNITY

    2025 BONUS OPPORTUNITY For 2025, Mr. Johnson’s annual cash incentive award was based solely on corporate performance. Ms. Hale’s annual cash incentive award was based 85% on corporate performance and 15% on individual performance. Messrs. Bardenett’s and McKalip’s annual cash incentive awards were based 80% on corporate performance and 20% on individual performance and Mr. Bhalla’s annual cash incentive award was based 75% on corporate performance and 25% on individual performance. The Compensation Committee established threshold, target, maximum and outperform annual cash incentive award levels as a percentage of base salary for our NEOs as set forth below. For 2025, following analysis and discussion with Willis Towers Watson of prevailing market practices, we adopted consistent payout ranges as a percentage of target for all 2025 NEOs.

  28. 2025 BONUS OPPORTUNITY

    | | 2025 Annual Cash Incentive Awards | | | | | Name | Threshold | Target | Maximum | Outperform | | Robert L. Johnson | 75% | 125% | 175% | 225% | | Leslie D. Hale | 105% | 175% | 245% | 315% | | Thomas Bardenett | 60% | 100% | 140% | 180% | | Frederick D. McKalip(1) | 60% | 100% | 140% | 180% | | Nikhil Bhalla(2) | 45% | 75% | 105% | 135% | | Sean M. Mahoney(3) | 60% | 100% | 140% | 180% | | Chad D. Perry(4) | 60% | 100% | 140% | 180% |

  29. 2025 BONUS OPPORTUNITY

    (1) Mr. McKalip was appointed Executive Vice President, General Counsel and Corporate Secretary, effective May 19, 2025. This chart reflects Mr. McKalip’s eligibility at the threshold, target, maximum and outperform levels in his current role. (2) Mr. Bhalla was appointed Senior Vice President, Chief Financial Officer and Treasurer, effective September 15, 2025. His performance thresholds did not change during the year, as both his prior and current roles are at the Senior Vice President level. (3) Mr. Mahoney retired from his position as Executive Vice President and Chief Financial Officer effective May 15, 2025. As such, he is eligible for a pro-rated 2025 annual cash incentive award. This chart reflects his eligibility at the threshold, target, maximum and outperform levels before his departure. (4) Mr. Perry resigned from his position as Executive Vice President, General Counsel and Corporate Secretary effective May 9, 2025. As such, he is not eligible for a 2025 annual cash incentive award. However, as a 2025 NEO, this chart reflects his eligibility at the threshold, target, maximum and outperform levels before his departure.

  30. 2025 PERFORMANCE GOALS

    2025 PERFORMANCE GOALS In 2025, the Compensation Committee continued its track record of using an objective, rigorous and quantifiable approach to establishing formal performance metrics for the annual cash bonus programs. Early in 2025, the Compensation Committee met to review and establish the metrics and performance ranges for the NEOs’ cash bonus programs. These corporate goals included financial objectives such as achievement of EBITDA targets and those related to corporate initiatives, including launching strategic conversions. The Company also focused on improving its balance sheet through leverage reduction. These goals support the Company’s position and advancement against its long-term strategic objectives and enhance its ability to capture recovery trends in the hospitality business cycle. In 2025, the Compensation Committee set its annual corporate goals using its standard rigorous process, taking into account the continuing macroeconomic challenges and persistent headwinds affecting bottom-line growth within the lodging industry. Although the annual incentive objectives for 2025 are lower than those of the prior year, this is representative of prevailing industry and market conditions rather than a reduction in performance expectations. Similar to other lodging REITs, the Company has experienced substantial inflationary pressures on operating expenses—including wages, benefits, and utilities—that have risen more rapidly than revenues, resulting in compressed margins and negatively impacting profitability both across the industry and at the Company’s properties. Despite these recalibrations, the Company’s actual operating results were below the targets set at the beginning of the year, underscoring the ongoing challenges confronting the broader industry. The Company’s results on its performance metrics were 98.9% of the target level. The metrics considered by the Compensation Committee during 2025 were the following:

  31. 2025 PERFORMANCE GOALS

    | | 2025 Key Priority | Performance Goal | Target Objective | Measurement | Threshold / Target / Max / Outperform | Weighting | Final Performance | | 1 | Operationally perform and achieve budget | Achieve full year EBITDA budget | 100% of Hotel EBITDA budget | Actual Hotel EBITDA | $361MM / $391MM / $411MM / $421MM | 40% | Between Threshold and Target ($363.5MM) | | 2 | Balance sheet flexibility and liquidity | Leverage maintenance during 2025 | Maintain leverage during 2025 | Leverage level as measured by Net Debt/EBITDA as of December 31, 2025 | 5.50X / 5.25X / 5.00X / 4.75X | 20% | Between Threshold and Target (5.40X) | | 3 | Operationally capture uptrends relative to industry | 2025 market share gains | 40% of hotels gaining market share | Percentage of hotels who gain market share as measured by full year 2025 STR RevPAR Index | 30% / 40% / 50% / 60% | 30% | Between Maximum and Outperform (52%) | | 4 | Successfully execute on value creation projects | Complete and Launch Three Strategic Conversions: (i) Renaissance Pittsburgh, (ii) Wyndham Boston Beacon Hill, and (iii) Fairfield Inn & Suites Key West | Key West Brand Selection – Complete comprehensive brand review, competitive selection process, and master program design Boston Conversion Renovation Scope and Budget – Complete brand positioning assessment, program selection, and finalize the brand negotiation Pittsburgh Conversion Renovation Scope, Budget and Launch – Complete the first phase of the comprehensive renovation plan | Number of hotels meeting the target objectives by December 31, 2025 | 1 / 2 / 3 / N/A | 10% | Max (Three Hotels) |

  32. 2025 BONUS AMOUNTS

    2025 BONUS AMOUNTS The table below shows the 2024 annual cash bonus awards, the 2025 target awards under the annual cash bonus program, and the 2025 actual award payouts for each of the NEOs. In determining the actual 2025 cash incentive award for our 2025 NEOs, the Compensation Committee considered the factors as indicated in the preceding section. In addition, with respect to Ms. Hale and Messrs. Bardenett, McKalip and Bhalla the Compensation Committee also took into consideration their 2025 individual performance, including their positioning of the Company to optimally benefit from the ongoing lodging recovery. Mr. McKalip’s bonus target is based on the full year, as Mr. Perry was transitioning out of the Company, Mr. McKalip had assumed many of the General Counsel’s responsibilities prior to his May 19, 2025 appointment date. Mr. Bhalla’s bonus target has been prorated to reflect his position start date of September 15, 2025. It was determined each 2025 NEO would receive cash incentive award amounts as follows:

  33. 2025 BONUS AMOUNTS

    | | | Annual Incentive Cash Awards | | | | | Executive | Position | 2024 Actual Bonus Award | 2025 Target Bonus | 2025 Actual Bonus Award | % Of Target | | Robert L. Johnson | Executive Chairman | $645,800 | $643,750 | $636,883 | 98.9% | | Leslie D. Hale(1) | President and CEO | $1,536,100 | $1,543,500 | $1,622,116 | 105.1% | | Thomas Bardenett(1) | EVP and COO | $535,000 | $565,000 | $600,000 | 106.2% | | Frederick D. McKalip(2) | EVP and GC | $47,316 | $465,000 | $465,000 | 100.0% | | Nikhil Bhalla(2) | SVP, CFO and Treasurer | $225,000 | $261,250 | $260,000 | 99.5% | | Sean M. Mahoney(3) | Former EVP and CFO | $551,400 | $252,083 | $249,000 | 98.8% | | Chad D. Perry(4) | Former EVP and GC | $445,000 | $465,000 | $— | —% |

  34. 2025 BONUS AMOUNTS

    (1) Ms. Hale’s and Mr. Bardenett’s 2025 Actual Bonus Award was based on the outperformance of individual performance outcomes. (2) Messrs. McKalip and Bhalla were appointed to their positions effective May 19, 2025 and September 15, 2025, respectively. Mr. McKalip’s bonus target reflects his newly appointed position. Mr. Bhalla’s bonus target has been pro-rated to reflect the time spent both in his prior position and his newly appointed position. (3) Mr. Mahoney retired from the Company effective May 15, 2025. Mr. Mahoney received a 2024 bonus award for his performance. Mr. Mahoney’s bonus target has been pro-rated to reflect his retirement and he received a pro-rated 2025 bonus award for the time spent in his position. (4) Mr. Perry resigned from the Company effective May 9, 2025. Mr. Perry received a 2024 bonus award for his performance but was not eligible for a 2025 bonus award as a result of his departure.

  35. EQUITY AWARDS

    EQUITY AWARDS We grant equity awards pursuant to our 2021 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.

  36. ANNUAL EQUITY AWARDS

    ANNUAL EQUITY AWARDS In determining annual equity awards, our Compensation Committee considers our overall financial performance. The awards granted in 2025 under the 2021 Equity Incentive Plan recognized each individual’s contributions to our performance in 2024 and provided a retention element to their compensation. More detail with respect to the equity awards granted in 2025 is provided in the table under “Compensation of Executive Officers— Grants of Plan-Based Awards.” As part of our review of 2025 performance in February 2026, we approved our annual time-based equity grants. The annual time-based equity grant represents a time-based restricted share award that is based on a subjective review of our performance, as well as the competitive pay of the Peer Group and the Executive Chairman Peer Group. As it does every year in February, the Compensation Committee assesses the Company’s performance for the preceding year, including relative to its peer companies, and each NEO’s individual performance with respect to their management business objectives (“MBOs”). For 2025, given (i) the Company’s achievement of its performance objectives; (ii) the Company’s relative performance when compared to our peers; and (iii) the individual MBO achievements for Ms. Hale, and Messrs. Bardenett, McKalip and Bhalla, 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 objectives. The 2025 annual time-based equity grants, awarded in 2026, and the 2024 annual performance equity grants, awarded in 2025, were as follows for the 2025 NEOs:

  37. ANNUAL EQUITY AWARDS

    | Name | Value of 2025 Award(1) | Value of 2024 Award(1) | | Robert L. Johnson | $765,000 | $715,000 | | Leslie D. Hale | $3,175,000 | $3,004,400 | | Thomas Bardenett | $850,000 | $770,000 | | Frederick D. McKalip(2) | $475,000 | $45,063 | | Nikhil Bhalla(2) | $425,000 | $275,000 | | Sean M. Mahoney(3) | $— | $— | | Chad D. Perry(4) | $— | $450,000 |

  38. ANNUAL EQUITY AWARDS

    (1) 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. (2) Messrs. McKalip and Bhalla were appointed to their positions effective May 19, 2025 and September 15, 2025, respectively. (3) As a result of Mr. Mahoney’s pending retirement, he did not receive a 2024 annual time-based equity grant in 2025. Mr. Mahoney retired from his position as Executive Vice President and Chief Financial Officer effective May 15, 2025 and was not eligible to receive a 2025 annual time-based equity grant in 2026. (4) As a result of Mr. Perry’s resignation his 2024 time-based equity grant was forfeited in 2025. Mr. Perry resigned from his position as Executive Vice President, General Counsel and Corporate Secretary effective May 9, 2025, and was not eligible to receive a 2025 annual time-based equity grant for 2026. 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 2025 performance were made in 2026, 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 2027 annual meeting of shareholders (which reflects 2026 compensation).

  39. 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 goals. Our Multi-Year Performance Plan includes relative TSR hurdles that may result in reduced payouts if absolute TSR is negative. Our performance hurdles are discussed in greater detail below and require meaningful Company performance. The Compensation Committee has determined that, beginning in 2027, target performance under such awards for relative TSR will be increased from the 50th percentile to the 55th percentile. The Compensation Committee believes that these design features align our compensation 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 2026 and 2025 Multi-Year Performance Equity Awards.

  40. 2026 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    2026 MULTI-YEAR PERFORMANCE EQUITY AWARDS In February 2026, the Compensation Committee approved performance units awards to each of Ms. Hale and Messrs. Johnson, Bardenett, McKalip, and Bhalla, subject to the approval of the RLJ Lodging Trust 2026 Equity Incentive Plan by the Company’s shareholders. Mr. Mahoney retired, effective May 15, 2025, and Mr. Perry resigned, effective May 9, 2025 and were not eligible for a 2026 performance award. Performance units awarded pursuant to the 2026 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 2026 Multi-Year Performance Plan (the “2026 Performance Awards”) are subject to the measurement of our TSR (“2026 Relative TSR”) relative to that of the performance peer group (the “2026 Plan Peer Group”) during the entire measurement period. The 2026 Performance Awards are subject to modification based on the Company’s absolute TSR (“2026 Absolute TSR”) performance as follows (i) if the 2026 Relative TSR performance exceeds target and 2026 Absolute TSR is less than zero, payouts will be reduced by 25%, but not below target and (ii) if 2026 Absolute TSR is down more than 15% during the entire measurement period, the maximum payout will be capped at 115% of target. The 2026 Performance Award may be earned at a range of 50% to 200% of the target 2026 Performance Award contingent on our achieving 2026 Relative TSR over the measurement period at specified percentiles of the 2026 Plan Peer Group, ranging from the 25th percentile to the 75th percentile, as described below, and will be modified based on 2026 Absolute TSR performance, as discussed above. The percentage of the 2026 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 2026 Plan Peer Group at the end of the measurement period, no portion of the 2026 Performance Award will be earned. The common shares earned pursuant to the 2026 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.

  41. 2026 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | Actual Three-Year Performance Compared to Peer Group | Percentage of 2026 Relative Award Earned | | Threshold: 25th percentile | 50% | | Target: 50th percentile | 100% | | Maximum: 75th percentile | 200% |

  42. 2026 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    Our Compensation Committee selected the following 14 companies as the 2026 Plan Peer Group against which our performance will be compared over the measurement period. These companies represent the constituents of the SNL U.S. REIT Hotel Index: We intend to make grants of long-term performance share units on an annual basis. When the 2026 Performance Award is calculated at the end of the measurement period, our Continuing Officer NEOs have the potential to earn the following numbers of common shares under the 2026 Multi-Year Performance Plan, based on the Company’s performance level:

  43. 2026 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | | Number of Common Shares Based on: | | | | Name | Threshold Performance | Target Performance | Maximum Performance | | Robert L. Johnson | 46,476 | 92,952 | 185,904 | | Leslie D. Hale | 192,891 | 385,783 | 771,566 | | Thomas Bardenett | 51,640 | 103,280 | 206,560 | | Frederick D. McKalip | 28,857 | 57,715 | 115,430 | | Nikhil Bhalla | 25,820 | 51,640 | 103,280 | | Sean M. Mahoney(1) | — | — | — | | Chad D. Perry(1) | — | — | — |

  44. 2026 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    (1) Mr. Mahoney retired from his position as Executive Vice President and Chief Financial Officer effective May 15, 2025, and Mr. Perry resigned from his position as General Counsel and Corporate Secretary effective May 9, 2025. Neither are eligible to receive 2026 multiyear performance equity awards. However, as 2025 NEOs, we are including them on the chart.

  45. 2025 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    2025 MULTI-YEAR PERFORMANCE EQUITY AWARDS The Compensation Committee awarded performance units to each of Ms. Hale and Messrs. Johnson, Bardenett, and Perry under the 2025 Multi-Year Performance Plan on March 18, 2025. As a result of Mr. Mahoney’s pending retirement in May 2025, Mr. Mahoney did not receive a 2025 performance award. As a result of Mr. Perry’s resignation in May 2025, he forfeited his 2025 performance award. Mr. McKalip was not awarded any performance units in 2025. Mr. Bhalla was awarded performance units on March 18, 2025 in connection with his prior position at the Company. Performance units awarded to our NEOs pursuant to the 2025 Multi-Year Performance Plan are earned and convert into common shares based on the Company’s attainment of a relative TSR target, subject to modification based on absolute TSR performance. TSR is calculated to include both common share price appreciation and common share dividends paid during the applicable performance periods. The performance share units vest at the end of a three-year performance period (the “measurement period”). The awards granted pursuant to the 2025 Multi-Year Performance Plan (the “2025 Performance Awards”) are subject to the measurement of our TSR (“2025 Relative TSR”) relative to that of the performance peer group (the “2025 Plan Peer Group”) during the entire measurement period. The 2025 Performance Awards are subject to modification based on the Company’s absolute TSR (“2025 Absolute TSR”) performance as follows (i) if the 2025 Relative TSR performance exceeds target and 2025 Absolute TSR is less than zero, payouts will be reduced by 25%, but not below target and (ii) the maximum payout will be capped at 115% of target if 2025 Absolute TSR is negative 15% or more. The 2025 Performance Award may be earned at a range of 50% to 200% of the target 2025 Performance Award contingent on our achieving TSR over the measurement period at specified percentiles of the 2025 Plan Peer Group, ranging from the 25th percentile to the 75th percentile, as described below, and will be modified based on 2025 Absolute TSR performance, as discussed above. The percentage of the 2025 Performance Award that is earned for performance between the threshold and target, and between the target and maximum, levels will be calculated by linear interpolation. If the Company is below the 25th percentile of the 2025 Plan Peer Group at the end of the measurement period, no portion of the 2025 Performance Award will be earned. The common shares earned pursuant to the 2025 Performance Award will vest 100% at the end of the three-year measurement period. Our NEOs will not be entitled to receive any dividends prior to the date upon which the shares are earned. For any common shares issued at the end of the measurement period, our NEOs will be entitled to receive payment of an amount equal to all dividends that would have been paid if such common shares had been issued at the beginning of the measurement period.

  46. 2025 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | Actual Three-Year Performance Compared to Peer Group | Percentage of 2025 Relative Award Earned | | Threshold: 25th percentile | 50% | | Target: 50th percentile | 100% | | Maximum: 75th percentile | 200% |

  47. 2025 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    Our Compensation Committee selected the following 14 companies as the 2025 Plan Peer Group against which our performance will be compared over the measurement period, which represent companies from the SNL U.S. REIT Hotel Index, modified to exclude micro-cap REITs: When the 2025 Performance Award is calculated at the end of the measurement period, our NEOs have the potential to earn the following numbers of common shares under the 2025 Multi-Year Performance Plan, based on the Company’s performance level:

  48. 2025 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    | | Number of Common Shares Based on: | | | | Name | Threshold Performance | Target Performance | Maximum Performance | | Robert L. Johnson | 40,486 | 80,973 | 161,946 | | Leslie D. Hale | 170,124 | 340,249 | 680,498 | | Thomas Bardenett | 43,601 | 87,202 | 174,404 | | Frederick D. McKalip(1) | — | — | — | | Nikhil Bhalla(1) | 15,571 | 31,143 | 62,286 | | Sean M. Mahoney(2) | — | — | — | | Chad D. Perry(3) | 25,481 | 50,962 | 101,924 |

  49. 2025 MULTI-YEAR PERFORMANCE EQUITY AWARDS

    (1) Mr. McKalip did not receive a 2025 performance award in 2025. Mr. Bhalla received a 2025 performance award in 2025 in his previous role as the Company’s Senior Vice President, Finance and Treasurer. (2) As a result of Mr. Mahoney’s pending retirement, he did not receive a 2025 performance award in 2025. (3) As a result of Mr. Perry resignation, his 2025 performance units were forfeited in 2025. IX.

  50. Status of Outstanding Multi-Year Performance Equity Awards

    Status of Outstanding Multi-Year Performance Equity Awards The compensation paid to our NEOs is closely linked to our relative and absolute TSR performance. Based on the award year, our NEOs’ recent multi-year performance equity awards granted to our NEOs have either converted or are currently tracking well below target payout levels, directly aligning their compensation with our TSR performance.

  51. Status of Outstanding Multi-Year Performance Equity Awards

    | Award Status | Program | Performance Period | Cumulative TSR Performance Requirements | Earning Percentages | Outcome | | Completed | 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% | Overall Payout: 61.6% of target | | Completed | 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% | Overall Payout: 60.9% of target | | Completed | 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% | Overall Payout: 70.7% of target(1) | | In-Flight | 2024 Multi-Year Performance Plan | February 2024 – February 2027 | • Relative TSR between the 25th and 75th percentiles subject to modification based on Absolute TSR | • Threshold 50% • Target 100% • Maximum 200% | Tracking: 0% of target(2) | | In-Flight | 2025 Multi-Year Performance Plan | March 2025 − March 2028 | • Relative TSR between the 25th and 75th percentiles subject to modification based on Absolute TSR | • Threshold 50% • Target 100% • Maximum 200% | Tracking: 57.2% of target(2) |

  52. Status of Outstanding Multi-Year Performance Equity Awards

    (1) Based on -23.0% absolute TSR and relative TSR percentile rank of 47.1%. For outstanding awards (i.e., those made in 2024 and 2025), outcomes are tracking figures as of December 31, 2025. X.

  53. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT In 2025, Ferguson Partners was engaged by the Compensation Committee as its independent, third-party executive Compensation Consultant (as previously defined). For 2024, the Compensation Committee received compensation consulting services from Willis Towers Watson. 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

  54. 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 14 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 2025, the Peer Group consisted of the following 14 companies:

  55. EXECUTIVE CHAIRMAN PEER GROUP

    EXECUTIVE CHAIRMAN PEER GROUP In addition to this Peer Group, due to the limited number of REITs who, like us, separate the positions of Executive Chairman of the Board and Chief Executive Officer, we also have created a select Executive Chairman Peer Group (the “Executive Chairman Peer Group”) for purposes of evaluating the compensation of Mr. Johnson. The 2025 Executive Chairman Peer Group consists of 12 equity REITs that have executives that function exclusively as Chairman of the Board and not also as Chief Executive Officer. For 2025 the peer group companies are as follows: 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 XII.

  56. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid to our 2025 NEOs in the fiscal years ended December 31, 2025, 2024 and 2023.

  57. 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 | 2025 | $515,000 | $1,642,133 | $636,883 | $— | $2,794,016 | | | 2024 | $515,000 | $1,639,608 | $645,800 | $— | $2,800,408 | | | 2023 | $500,000 | $1,619,527 | $760,800 | $— | $2,880,327 | | Leslie D. Hale President and Chief Executive Officer | 2025 | $882,000 | $6,900,250 | $1,622,116 | $55,648 | $9,460,014 | | | 2024 | $882,000 | $6,889,568 | $1,536,100 | $51,179 | $9,358,847 | | | 2023 | $840,000 | $6,510,572 | $1,727,000 | $51,329 | $9,128,901 | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 2025 | $565,000 | $1,768,457 | $600,000 | $48,552 | $2,982,009 | | | 2024 | $565,000 | $1,765,709 | $535,000 | $45,197 | $2,910,906 | | | 2023 | $550,000 | $1,420,368 | $640,000 | $45,485 | $2,655,853 | | Frederick D. McKalip Executive Vice President, General Counsel and Corporate Secretary | 2025 | $357,706 | $45,061 | $465,000 | $53,023 | $920,790 | | Nikhil Bhalla Senior Vice President, Chief Financial Officer and Treasurer | 2025 | $343,535 | $631,580 | $260,000 | $55,648 | $1,290,763 | | Sean M. Mahoney Former Executive Vice President and Chief Financial Officer | 2025 | $206,250 | $— | $249,000 | $30,424 | $485,674 | | | 2024 | $550,000 | $1,765,709 | $551,400 | $51,179 | $2,918,288 | | | 2023 | $550,000 | $1,744,106 | $640,000 | $51,329 | $2,985,435 | | Chad D. Perry Former Executive Vice President, General Counsel and Corporate Secretary | 2025 | $167,519 | $1,033,509 | $— | $30,424 | $1,231,452 | | | 2024 | $465,000 | $1,031,909 | $445,000 | $51,179 | $1,993,088 | | | 2023 | $320,730 | $1,284,400 | $362,000 | $29,426 | $1,996,556 |

  58. Summary Compensation Table

    (1) For 2025: 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, 2025, Mr. Johnson, Ms. Hale and Mr. Bardenett did not receive a base salary increase. Mr. McKalip’s and Mr. Bhalla’s salaries are prorated to reflect their new positions in 2025. Mr. McKalip’s salary prior to being appointed to his new role in 2025 was $180,250. Mr. Bhalla’s salary prior to being appointed to his new role in 2025 was $310,000. Mr. Mahoney and Mr. Perry left the Company in 2025 and their salaries reflect what they were paid in 2025. As of March 1, 2025 (or, for each of Mr. McKalip and Mr. Bhalla, the later date of their appointment in 2025) the base salaries for each of our NEOs were as follows:

  59. Summary Compensation Table

    | Mr. Johnson:$515,000 | Ms. Hale:$882,000 | Mr. Bardenett:$565,000 | Mr. McKalip:$465,000 | | Mr. Bhalla:$425,000 | Mr. Mahoney:$550,000 | Mr. Perry:$465,000 | |

  60. Summary Compensation Table

    (2) For 2025: Represents the aggregate grant date fair value of the (i) annual grant of restricted shares approved by the Compensation Committee on March 18, 2025, (ii) Mr. McKalip’s annual grant of restricted shares on April 25,2025, and (iii) performance units granted on March 18, 2025, calculated in accordance with FASB ASC Topic 718. The restricted shares granted as annual equity awards vest ratably on each of the first three annual anniversaries of the date of grant. The performance units may be settled in common shares if the Company achieves certain performance over a three-year period. See “Compensation Discussion and Analysis—Components of Executive Officer Compensation—Equity Awards—Multi-Year Performance Equity Awards—2025 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:

  61. Summary Compensation Table

    | Mr. Johnson:$927,141 | Ms. Hale:$3,895,851 | Mr. Bardenett:$998,463 | Mr. McKalip:$ — | | Mr. Bhalla:$356,587 | Mr. Mahoney: $ — | Mr. Perry:$583,515 | |

  62. Summary Compensation Table

    Mr. Mahoney retired from the Company in 2025 and did not receive a 2025 restricted share or performance unit grant. Mr. Perry resigned from his position in 2025 and forfeited his 2025 restricted shares and performance units. Mr. McKalip did not receive a 2025 performance unit grant. 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 $8.83 per common share on March 18, 2025 would be as follows:

  63. Summary Compensation Table

    | Mr. Johnson: $1,430,000 | Ms. Hale: $6,008,800 | Mr. Bardenett: $1,540,000 | Mr. McKalip: $ — | | Mr. Bhalla: $550,000 | Mr. Mahoney: $ — | Mr. Perry: $900,000 | |

  64. Summary Compensation Table

    (3) Represents the annual cash performance bonus for each NEO for the relevant year. (4) The amounts shown in the “All Other Compensation” column reflect the following:

  65. 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 | 2025 | $— | $— | $— | $— | $— | | | 2024 | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | | Leslie D. Hale | 2025 | $36,013 | $1,635 | $4,200 | $— | $13,800 | | | 2024 | $31,544 | $1,635 | $4,200 | $— | $13,800 | | | 2023 | $32,555 | $1,614 | $3,960 | $— | $13,200 | | Thomas Bardenett | 2025 | $28,917 | $1,635 | $4,200 | $— | $13,800 | | | 2024 | $25,561 | $1,635 | $4,200 | $— | $13,800 | | | 2023 | $26,711 | $1,614 | $3,960 | $— | $13,200 | | Frederick D. McKalip | 2025 | $36,013 | $1,635 | $4,200 | $— | $11,175 | | Nikhil Bhalla | 2025 | $36,013 | $1,635 | $4,200 | $— | $13,800 | | Sean M. Mahoney | 2025 | $14,192 | $681 | $1,750 | $— | $13,800 | | | 2024 | $31,544 | $1,635 | $4,200 | $— | $13,800 | | | 2023 | $32,555 | $1,614 | $3,960 | $— | $13,200 | | Chad D. Perry | 2025 | $14,192 | $681 | $1,750 | $— | $13,800 | | | 2024 | $31,544 | $1,635 | $4,200 | $— | $13,800 | | | 2023 | $21,835 | $1,076 | $2,640 | $— | $3,875 |

  66. 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, 2025.

  67. 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(3) | Grant Date Fair Value of Shares | | | | Threshold | Target | Maximum | Outperform | Threshold | Target | Maximum | | | | Robert L. Johnson Executive Chairman | 2/12/25 | $386,250 | $643,750 | $901,250 | $1,158,750 | | | | | | | | 3/18/25 | | | | | 40,486 | 80,973 | 161,946 | | $927,141(4) | | | 3/18/25 | | | | | | | | 80,973 | $714,992(5) | | Leslie D. Hale President and Chief Executive Officer | 2/12/25 | $926,100 | $1,543,500 | $2,160,900 | $2,778,300 | | | | | | | | 3/18/25 | | | | | 170,124 | 340,249 | 680,498 | | $3,895,851(4) | | | 3/18/25 | | | | | | | | 340,249 | $3,004,399(5) | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 2/12/25 | $339,000 | $565,000 | $791,000 | $1,017,000 | | | | | | | | 3/18/25 | | | | | 43,601 | 87,202 | 174,404 | | $998,463(4) | | | 3/18/25 | | | | | | | | 87,202 | $769,994(5) | | Frederick D. McKalip Executive Vice President, General Counsel and Corporate Secretary | 2/12/25 | $279,000 | $465,000 | $651,000 | $837,000 | | | | | | | | N/A | | | | | — | — | — | | $—(4) | | | 4/25/25 | | | | | | | | 6,419 | $45,061(5) | | Nikhil Bhalla Senior Vice President, Chief Financial Officer and Treasurer | 2/12/25 | $117,563 | $261,250 | $274,313 | $352,688 | | | | | | | | 3/18/25 | | | | | 15,571 | 31,143 | 62,286 | | $356,587(4) | | | 3/18/25 | | | | | | | | 31,143 | $274,993(5) | | Sean M. Mahoney Former Executive Vice President and Chief Financial Officer | 2/12/25 | $330,000 | $550,000 | $770,000 | $990,000 | | | | | | | | N/A | | | | | — | — | — | | $—(4) | | | N/A | | | | | | | | — | $—(5) | | Chad D. Perry Former Executive Vice President, General Counsel and Corporate Secretary | 2/12/25 | $279,000 | $465,000 | $651,000 | $837,000 | | | | | | | | 3/18/25 | | | | | 25,481 | 50,962 | 101,924 | | $583,515(4) | | | 3/18/25 | | | | | | | | 50,962 | $449,994(5) |

  68. Grants of Plan-Based Awards

    (1) These columns show the range of potential payouts for 2025 performance under our annual cash incentive 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, 2025 base salary). The annual cash incentive bonus awards were granted on February 12, 2025, the date the awards were approved. Messrs. McKalip and Bhalla were appointed to their respective roles in 2025 and the estimated potential payouts under non-share incentive plan awards are for their new roles. (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—2025 Multi-Year Performance Equity Awards. Messrs. Mahoney and McKalip did not receive a performance unit grant in 2025. (3) The annual equity awards for Mr. Johnson, Ms. Hale, Mr. Bhalla, and Mr. Bardenett for 2024 performance in the form of restricted shares granted under the 2021 Equity Incentive Plan, vest ratably on each of the first three anniversaries of March 18, 2025, the grant date. The annual equity award for Mr. McKalip for 2024 performance in the form of restricted shares granted under the 2021 Equity Incentive Plan, vest ratably on each of the first three anniversaries of April 25, 2025, the grant date. Mr. Mahoney did not receive a restricted share grant in 2025 due to his retirement and Mr. Perry forfeited his restricted shares granted in 2025 due to his resignation. (4) Amounts represent the performance units granted to our executive officers on March 18, 2025, 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—2025 Multi-Year Performance Equity Awards.” Messrs. McKalip and Mahoney did not receive a performance unit grant in 2025. Amounts represent the aggregate grant date fair value of restricted shares granted to the applicable 2025 NEOs during 2025, calculated in accordance with FASB ASC Topic 718. Mr. Mahoney did not receive a restricted share grant in 2025.

  69. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    Outstanding Equity Awards at Fiscal Year-End December 31, 2025 The following table sets forth the outstanding equity awards for each of our NEOs as of December 31, 2025.

  70. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    | Name and Position | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(6) | Equity Incentive Plan Awards: Market or Payout Value of Number of Unearned Shares, Units or Other Rights That Have Not Vested(5)(6) | | Robert L. Johnson Executive Chairman | 140,843(1) | $1,049,280 | 168,898 | $1,258,290 | | Leslie D. Hale President and Chief Executive Officer | 588,340(1) | $4,383,133 | 699,268 | $5,209,547 | | Thomas Bardenett Executive Vice President and Chief Operating Officer | 148,735(1) | $1,108,076 | 168,651 | $1,256,450 | | Frederick D. McKalip Executive Vice President, General Counsel and Corporate Secretary | 10,521(2) | $78,381 | — | $— | | Nikhil Bhalla Senior Vice President, Chief Financial Officer and Treasurer | 54,147(1) | $403,395 | 63,287 | $471,488 | | Sean M. Mahoney Former Executive Vice President and Chief Financial Officer | 20,599(3) | $153,463 | — | $— | | Chad D. Perry Former Executive Vice President, General Counsel and Corporate Secretary | —(4) | $— | — | $— |

  71. Outstanding Equity Awards at Fiscal Year-End December 31, 2025

    (1) Represents awards of restricted shares that were granted on February 17, 2023, February 16, 2024 and March 18, 2025 which vest ratably on each of the first three anniversaries of the grant date. (2) Represents awards of restricted shares that were granted on April 27, 2023, April 26, 2024 and April 25, 2025 which vest ratably on each of the first three anniversaries of the grant date. (3) Represents an award of restricted shares granted on February 17, 2023, which vest ratably on each of the first three anniversaries of the grant date. Mr. Mahoney retired from the Company in 2025. The restricted share award granted on February 17, 2023 was retained, in recognition of the services he provided during the transition to the new Chief Financial Officer. Mr. Mahoney forfeited his restricted share award granted on February 16, 2024 and did not receive a restricted share grant in 2025. (4) Mr. Perry resigned from the Company in 2025 and forfeited all of his restricted shares. (5) Value based on $7.45 per share, which was the closing price of our common shares on the NYSE on December 31, 2025. (6) Represents the target number of performance units related to the performance units granted in 2023, and 2025, and the threshold number of performance units related to the performance units granted in 2024 that may be settled in common shares, as applicable, assuming the Company achieves certain performance metrics over a three-year performance period. The performance units awarded in 2023 vest over a three year performance period, with the three-year period ending on February 17, 2026. The performance units awarded in 2024 vest over a three year performance period, with the three-year period ending on February 16, 2027. The performance units awarded in 2025 vest over a three year performance period, with the three-year period ending on March 18, 2028. Mr. Mahoney and Mr. Perry forfeited their performance units as they left the Company in 2025. Mr. McKalip was not granted any performance units in 2023, 2024 and 2025. See “Compensation Discussion and Analysis— Components of Executive Officer Compensation—2025 Multi-Year Performance Equity Awards”.

  72. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  73. 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, 2025. Total cash compensation for these purposes included base salary, bonus, the value of restricted shares that vested during 2025 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, 2025. We have no non-US employees. Our Chief Executive Officer for the 12-month period that ended on December 31, 2025, was Ms. Hale. The 2025 annual compensation as determined under Item 402 of Regulation S-K for Ms. Hale, our Chief Executive Officer was $9,460,014. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $161,221. The ratio of our Chief Executive Officer’s annual total compensation to our median employee’s total compensation for fiscal year 2025 is 58.7 to 1.

  74. 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 2021, 2022, 2023, 2024 and 2025 calendar years. Note that compensation for our NEOs other than our principal executive officer (“PEO”) is reported as an average. The 2025 non-PEO NEO compensation amounts are lower compared to the previous years as Mr. Mahoney’s and Mr. Perry’s partial year compensation is included in the average.

  75. 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) | | | | 2025 | $9,460,014 | $4,314,746 | $1,617,451 | $456,741 | $62.88 | $109.44 | $29 | $364 | | 2024 | $9,358,847 | $5,864,813 | $2,655,673 | $1,956,017 | $63.80 | $85.80 | $68 | $392 | | 2023 | $9,128,901 | $9,360,617 | $2,629,543 | $2,712,581 | $69.69 | $89.79 | $77 | $395 | | 2022 | $8,354,370 | $1,305,337 | $2,711,175 | $1,162,789 | $60.86 | $72.15 | $42 | $364 | | 2021 | $16,300,593 | $12,578,908 | $3,921,652 | $2,958,736 | $79.15 | $85.25 | $(311) | $197 |

  76. Pay Versus Performance Disclosure

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

  77. Pay Versus Performance Disclosure

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | PEO | Ms. Hale | Ms. Hale | Ms. Hale | Ms. Hale | Ms. Hale | | Other NEO | Mr. Johnson | Mr. Johnson | Mr. Johnson | Mr. Johnson | Mr. Johnson | | Other NEO | Mr. Mahoney | Mr. Mahoney | Mr. Mahoney | Mr. Mahoney | Mr. Bardenett | | Other NEO | N/A | Mr. Bardenett | Mr. Bardenett | Mr. Bardenett | Mr. McKalip | | Other NEO | N/A | N/A | Mr. Perry | Mr. Perry | Mr. Bhalla | | Other NEO | N/A | N/A | N/A | N/A | Mr. Mahoney (1) | | Other NEO | N/A | N/A | N/A | N/A | Mr. Perry(1) |

  78. Pay Versus Performance Disclosure

    (1) Mr. Mahoney retired from his position as Executive Vice President and Chief Financial Officer effective May 15, 2025 and Mr. Perry resigned from his position as Executive Vice President, General Counsel and Corporate Secretary, effective May 9, 2025. 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:

  79. Pay Versus Performance Disclosure

    | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | | | PEO | Avg. Other NEOs | PEO | Avg. Other NEOs | PEO | Avg. Other NEOs | PEO | Avg. Other NEOs | PEO | Avg. Other NEOs | | Summary Compensation Table Total(a) | $16,300,593 | $3,921,652 | $8,354,370 | $2,711,175 | $9,128,901 | $2,629,543 | $9,358,847 | $2,655,673 | $9,460,014 | $1,617,451 | | Deduct equity award value reported in the SCT | $(13,904,935) | $(2,782,664) | $(5,801,717) | $(1,499,005) | $(6,510,572) | $(1,517,090) | $(6,889,568) | $(1,550,734) | $(6,900,250) | $(853,457) | | Add year-end fair value (FV) of awards granted during the FY that remain unvested as of FY end | $12,109,960 | $2,418,637 | $3,856,627 | $997,491 | $6,435,620 | $1,563,706 | $5,646,724 | $1,270,989 | $5,532,449 | $548,122 | | Change in year-end FV of prior year awards remaining unvested at FY end | $(2,009,371) | $(625,069) | $(5,344,802) | $(1,110,460) | $(63,330) | $(34,939) | $(2,058,887) | $(407,286) | $(3,759,018) | $(368,117) | | Change in FV from prior FY end of prior-year awards that vested during FY | $39,270 | $14,648 | $98,371 | $29,130 | $111,356 | $25,809 | $(525,204) | $(82,315) | $(445,718) | $(99,108) | | Deduct year-end FV of prior year awards forfeited during FY | $— | $— | $— | $— | $— | $— | $— | $— | $— | $(446,094) | | Add dividends or other earnings paid during FY prior to vesting date | $43,391 | $11,532 | $142,488 | $34,458 | $258,642 | $45,552 | $332,901 | $69,690 | $427,269 | $57,944 | | Total adjustments | $(3,721,685) | $(962,916) | $(7,049,033) | $(1,548,386) | $231,716 | $83,038 | $(3,494,034) | $(699,656) | $(5,145,268) | $(1,160,710) | | Compensation Actually Paid Total | $12,578,908 | $2,958,736 | $1,305,337 | $1,162,789 | $9,360,617 | $2,712,581 | $5,864,813 | $1,956,017 | $4,314,746 | $456,741 |

  80. 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 2025 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”). Comparable Hotel Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is a non-GAAP measure. Hotel EBITDA is defined as net income or loss excluding: (1) interest expense; (2) income tax benefit or expense; (3) depreciation and amortization expense; (4) certain items considered outside the normal course of operations; (5) corporate-level expenses; and (6) certain non-cash items to provide a more complete understanding of the operating results over which individual hotels and operators have direct control. Comparable Hotel EBITDA adjusts Hotel EBITDA to include the operating results for all hotels owned as of the last day of the reporting period, which includes operating results derived from information provided by the sellers of the hotels for periods prior to our ownership and excludes the operating results from sold hotels that were not owned as of December 31, 2025. The Comparable Hotel EBITDA reported in the prior year for the years 2024, 2023, 2022, and 2021 was $398.0 million, 402.1 million, $370.7 million, and $202.8 million, respectively, and were recast as of December 31, 2025 to reflect the adjustments noted above. The following table provides a reconciliation of GAAP net income (loss) to Comparable Hotel EBITDA for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 (in thousands):

  81. Pay Versus Performance Disclosure

    | | For the year ended December 31, | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Net income (loss) | $28,554 | $68,191 | $76,617 | $42,215 | $(311,088) | | Depreciation and amortization | 186,356 | 179,431 | 179,103 | 184,875 | 187,778 | | Interest expense, net of interest income | 98,718 | 94,044 | 79,064 | 88,596 | 105,370 | | Income tax expense | 1,148 | 1,599 | 1,256 | 1,518 | 1,188 | | Adjustments related to unconsolidated joint ventures(a) | 1,512 | 1,390 | 1,374 | 1,519 | 1,633 | | EBITDA | 316,288 | 344,655 | 337,414 | 318,723 | (15,119) | | Loss (gain) on sale of hotel properties, net | 1,526 | (8,262) | 34 | (1,017) | 2,378 | | Impairment losses | — | — | — | — | 144,845 | | EBITDAre | 317,814 | 336,393 | 337,448 | 317,706 | 132,104 | | Transaction costs | 410 | 320 | 223 | (345) | 94 | | Pre-opening costs | 874 | 1,335 | 1,351 | 2,258 | 144 | | Loss (gain) on extinguishment of indebtedness, net | 47 | 129 | 169 | 39 | (893) | | Amortization of share-based compensation | 15,340 | 20,804 | 24,285 | 21,664 | 17,054 | | Corporate and property-level severance(b) | — | — | — | — | 904 | | Derivative (gains) losses in accumulated other comprehensive loss (income) reclassified to earnings(c) | — | — | — | (5,866) | 10,658 | | Other expenses(d) | 130 | 2,641 | 996 | 1,067 | 1,942 | | Adjusted EBITDA | 334,615 | 361,622 | 364,472 | 336,523 | 162,007 | | General and administrative(e) | 32,304 | 34,000 | 34,713 | 34,666 | 30,472 | | Other corporate adjustments(f) | 2,159 | 3,133 | 3,031 | (569) | (784) | | Consolidated Hotel EBITDA | 369,078 | 398,755 | 402,216 | 370,620 | 191,695 | | Comparable adjustments—(income) loss from sold hotels | (5,562) | (7,240) | (9,895) | (9,356) | 495 | | Comparable adjustments-income from acquired hotels | — | 525 | 2,551 | 3,181 | 5,272 | | Comparable Hotel EBITDA | $363,516 | $392,040 | $394,871 | $364,445 | $197,462 |

  82. Pay Versus Performance Disclosure

    Note: (a) Includes our ownership interest in the interest, depreciation, and amortization expense of the unconsolidated joint ventures. (b) The year ended December 31, 2021 includes severance for associates at hotels operating under collective bargaining agreements. (c) Reclassification of interest rate swap (gains) losses from accumulated other comprehensive income (loss) to earnings for discontinued interest rate hedges. (d) 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. (e) Excludes amortization of share-based compensation costs reflected in Adjusted EBITDA. (f) 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.

  83. 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, 2025: • Comparable Hotel EBITDA; • Revenue Per Available Room (“RevPAR”); and • Total Shareholder Return