Sector: Real Estate
RLJ LODGING TRUST REIT · Meeting: April 24, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Nine Trustees
Johnson is the founder and Executive Chairman with deep real estate and hospitality expertise; RLJ's 3-year price return of -13.4% trails the ^FNER (FTSE NAREIT All Equity REITs Index) by 25.3 percentage points, which is below the 30-point threshold required to trigger an AGAINST vote for directors with negative absolute TSR, so no TSR trigger fires; he holds only one outside public board seat (G-III Apparel), well within the overboarding limit; no other disqualifying factors identified.
Hale is the CEO and has served as a trustee since 2018; the 3-year TSR gap of -25.3 percentage points versus ^FNER (FTSE NAREIT All Equity REITs Index) does not meet the 30-point threshold required to trigger an AGAINST vote given RLJ's negative absolute 3-year TSR; she holds one outside public board seat (Delta Airlines), within limits; no overboarding or other disqualifying concerns.
Independent trustee since 2011 with government, regulatory, and finance experience; the 3-year TSR underperformance gap of 25.3 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) does not reach the 30-point trigger threshold applicable to companies with negative absolute 3-year TSR; he holds two outside public board seats (Marathon Petroleum, Fifth Third Bank), within the four-board overboarding limit; 100% meeting attendance reported.
Independent trustee since 2016 with government relations and corporate governance expertise; the TSR underperformance gap of 25.3 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) does not reach the 30-point trigger for companies with negative absolute 3-year TSR; he holds two outside public board seats (KB Home, AFLAC), within overboarding limits; 100% meeting attendance reported.
Lead Independent Trustee since 2016 with extensive finance, technology, and executive leadership experience; the 3-year TSR gap of 25.3 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) falls short of the 30-point trigger threshold; he holds one outside public board seat (UNISYS), within limits; 100% meeting attendance reported.
Independent trustee since 2017 with significant real estate investment and finance expertise, including CFA designation qualifying her as financially expert for audit committee purposes; the 3-year TSR underperformance gap of 25.3 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) does not reach the 30-point trigger; she holds one outside public board seat (AIMCO), within limits.
Independent trustee since 2011 and designated audit committee financial expert, with deep hospitality and finance experience as former CFO of Hilton Hotels; the 3-year TSR gap of 25.3 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) does not meet the 30-point trigger threshold; he holds no current outside public board seats; 94% audit committee attendance, above the 75% minimum.
Independent trustee since 2018 with extensive lodging industry and hotel operations expertise; the 3-year TSR gap of 25.3 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) does not reach the 30-point trigger; he holds no current outside public board seats; 100% committee meeting attendance reported.
Independent trustee since February 2022, just over 24 months ago, with broad real estate and REIT expertise; she joined close enough to the 24-month exemption boundary that any tenure-based accountability for prior underperformance is limited; the 3-year TSR gap of 25.3 percentage points versus the ^FNER (FTSE NAREIT All Equity REITs Index) does not reach the 30-point trigger in any case; she holds two outside public board seats (NETSTREIT, Jones Lang LaSalle Income Property Trust), within the four-board overboarding limit.
All nine nominees receive a FOR vote. RLJ's 3-year price return of -13.4% underperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by 25.3 percentage points, which is below the 30-point threshold required to trigger AGAINST votes for companies with negative absolute 3-year total shareholder return. No director is overboarded, attendance is strong (100% at regular board meetings, 98% overall), all committee members are independent, and the board discloses a skills matrix with relevant real estate and hospitality expertise across the slate.
CEO
Leslie D. Hale
Total Comp
$9,460,014
Prior Support
92%%
CEO Leslie D. Hale received total compensation of $9,460,014, and the proxy discloses that 90% of her compensation is variable and at-risk, with approximately 50% of equity awards tied to multi-year performance share units requiring rigorous total shareholder return (TSR) targets to vest — well above the 50-60% variable pay threshold required by policy. Prior Say on Pay support was approximately 92% in 2025, comfortably above the 70% threshold that would require a No vote absent changes. While RLJ's stock has underperformed the ^FNER (FTSE NAREIT All Equity REITs Index) over three years, the proxy demonstrates that realized CEO pay over the past five years has averaged approximately 45% below reported compensation due to performance-based equity awards not paying out at target — showing the incentive structure is working as intended and pay is genuinely tied to shareholder outcomes.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,706,550
Non-Audit Fees
$411,620
PwC's non-audit fees (tax services of $411,620) represent approximately 24% of audit fees ($1,706,550), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of RLJ's size and complexity; auditor tenure is not disclosed in the proxy so no tenure trigger can be applied; no material restatements are noted; all services were pre-approved by the Audit Committee per its established policy.
RLJ Lodging Trust's 2026 annual meeting presents a clean ballot with FOR votes on all nine director nominees (the 3-year TSR gap versus the ^FNER FTSE NAREIT All Equity REITs Index of 25.3 percentage points falls short of the 30-point trigger for companies with negative absolute returns), a FOR on PwC ratification (non-audit fees are only 24% of audit fees), and a FOR on Say on Pay (90% of CEO pay is at-risk, prior support was 92%, and realized pay has materially lagged reported pay in underperforming years). The only proposal outside policy coverage is the new equity incentive plan, which is noted but not evaluated.
