XENIA HOTELS RESORTS REIT INC (XHR)
Sector: Real Estate
2026 Annual Meeting Analysis
XENIA HOTELS RESORTS REIT INC · Meeting: May 14, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
XHR's 3-year stock return of +31.9% outpaces the peer group median by +31.7 percentage points, well below the 65-point threshold needed to trigger a concern; no overboarding, attendance, independence, or family-relationship issues apply, and Verbaas brings 30+ years of direct lodging REIT experience.
Stock performance trigger does not apply given XHR's strong outperformance versus peers; Oklak holds two public board seats (XHR and Tutor Perini), below the four-seat overboarding threshold, and brings directly relevant REIT executive and Deloitte accounting experience.
No TSR underperformance trigger fires; Bass is a sitting CEO of a private company (Mattamy Homes US) and holds one additional public board seat (Rayonier), so he does not exceed the overboarding limit, and he contributes real estate and executive leadership experience.
TSR trigger does not apply; Gartland serves on two other public boards (ABM Industries and ADT) in addition to XHR, totaling three public board seats, which is within the four-seat limit, and he brings senior executive and travel-industry operational experience.
No performance trigger applies; Goulet holds two public board seats (XHR and Rolls Royce PLC), within the four-seat limit, and contributes significant financial restructuring and travel-industry experience plus legal expertise.
Joined the board in March 2022, which is within the past 48 months, giving her well over 24 months of tenure so the exemption does not apply, but the TSR trigger itself does not fire given XHR's strong relative performance; she brings credit markets, risk management, and commercial real estate experience plus CPA credentials.
No TSR underperformance trigger applies; McCormick holds two public board seats (XHR and EastGroup Properties), within the four-seat limit, and brings extensive real estate investment, capital markets, and pension fund governance experience directly relevant to a lodging REIT.
No TSR trigger fires; Moorehead stepped down as CEO of Nature's Sunshine in November 2025 and is now chairman of a non-profit foundation, so he no longer holds a sitting public-company CEO role that would trigger the two-outside-board-seat limit, and he contributes operational and consumer products executive experience.
All eight director nominees receive a FOR vote. XHR's 3-year total return of +31.9% outperforms the company-disclosed peer group median by +31.7 percentage points, far below the 65-point threshold required to trigger a concern under the strong-positive TSR band. No director is overboarded, all independent directors served with 100% meeting attendance in 2025, there are no family relationships among directors or officers, all audit committee members are financial experts, and the board discloses a comprehensive skills matrix. The slate is well-qualified and governance practices are stockholder-friendly.
Say on Pay
✓ FORCEO
Marcel Verbaas
Total Comp
$7,048,188
Prior Support
95%%
CEO total compensation of approximately $7.05 million is consistent with benchmarks for a CEO of a $1.5 billion hotel REIT, and prior say-on-pay support exceeded 95% at the 2025 annual meeting, well above the 70% threshold that would require visible program changes. The pay program is strongly performance-oriented: approximately 70% of the CEO's target compensation is at-risk, with long-term equity awards tied to rigorous absolute and relative total shareholder return goals over a three-year period that can pay zero if minimum thresholds are not met. Pay-for-performance alignment is supported by XHR's 3-year return of +31.9% outperforming the lodging REIT peer median by +31.7 percentage points, justifying above-target incentive payouts. The company maintains a robust clawback policy, strong stock ownership requirements, and no tax gross-ups.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,221,835
Non-Audit Fees
$1,780
Non-audit fees of $1,780 represent less than 0.15% of audit fees of $1,221,835, far below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a $1.5 billion market-cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be confirmed and does not apply per policy. No material restatements are indicated.
Overall Assessment
The 2026 Xenia Hotels & Resorts annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which warrant a FOR vote. The company's strong 3-year stock outperformance versus its hotel REIT peers, a rigorously performance-linked executive compensation program with broad shareholder support, and a clean auditor fee profile with negligible non-audit spending collectively support approval across all proposals.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing