Not independent
Tenure on this board
15.1 yrs
Also a director at
G III Apparel Group Ltd (GIII)
9 nominees · 4 ballot items.
Election of nine trustees; ratification of PricewaterhouseCoopers LLP as independent auditors; advisory approval of named executive officer compensation (Say-on-Pay); approval of the RLJ Lodging Trust 2026 Equity Incentive Plan.
Elect nine trustees nominated by the Board to serve one-year terms.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s executive compensation as disclosed in the proxy materials. Management seeks this annual endorsement to validate its pay-for-performance program which ties a significant portion of executive pay to annual cash bonuses, multi-year performance equity awards tied to total shareholder return, and time-based restricted shares intended for retention. Notable context includes strong say-on-pay support historically (approximately 92% in 2025), high percentage of CEO pay at risk (90% variable), and continued reliance on multi-year TSR-linked awards where recent award realizations have tracked below target—demonstrating alignment of realized pay with shareholder returns. The Board recommends a FOR vote because it believes the program aligns management and shareholder interests, uses rigorous performance metrics (EBITDA, leverage, market share, conversion milestones), provides appropriate governance features (clawback policy, share ownership guidelines), and remains competitive in the REIT lodging peer group. A vote FOR is advisory and will be considered by the Compensation Committee in future program design and awards. The proposal_verbose_summary is for AI analysts evaluating compensation structure, governance features, incentive alignment, realized pay outcomes, and shareholder responsiveness.
Approve the company’s 2026 Equity Incentive Plan to authorize additional shares and modernize equity award terms for employees, officers and trustees.
The proposal seeks shareholder approval of the 2026 Equity Incentive Plan which would authorize 4,763,000 new shares plus carryovers from the 2021 Plan to support equity compensation awards. Management argues the plan is essential to maintain the Company’s ability to grant equity incentives necessary for recruiting, retention and alignment with shareholder interests. The plan includes anti-dilution and adjustment provisions, minimum vesting rules (one-year minimum, with a 5% carveout for shorter vesting), no repricing without shareholder approval, limits on trustee awards (annual cap of $650,000), and governance and tax-compliance features (Section 409A, clawback provisions, change-in-control treatment). The Compensation Committee has recommended grants under the 2026 Plan, contingent on shareholder approval, and disclosed an analysis of overhang, historical burn rates (net burn rates of ~1.24% in 2025), and peer benchmarking. The Board recommends a FOR vote, arguing that without approval, the company’s ability to continue its equity-based compensation program would be impaired and its competitiveness to attract and retain talent diminished. The verbose summary provides context on dilution management, alignment through TSR-based performance awards, and potential shareholder considerations regarding share usage, governance safeguards, and compensation strategy alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DONALD SMITH CO., INC. | 9.87% | 15,000,624 | $111M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.04% | 12,213,462 | $91M |
| 3 | H/2 CREDIT MANAGER LP | 6.31% | 9,583,184 | $71M |
| 4 | BlackRock, Inc. | 4.23% | 6,433,547 | $48M |
| 5 | STATE STREET CORP | 4.03% | 6,127,052 | $46M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.90% | 5,924,882 | $44M |
| 7 | BlackRock, Inc. | 3.84% | 5,841,664 | $43M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.49% | 3,781,139 | $28M |
| 9 | Allianz Asset Management GmbH | 2.26% | 3,433,155 | $25M |
| 10 | BNP Paribas Asset Management Holding S.A. | 2.17% | 3,292,777 | $24M |
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