RLJ LODGING TRUST REIT (RLJ)
Sector: Real Estate
2026 Annual Meeting Analysis
RLJ LODGING TRUST REIT · Meeting: April 24, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Trustees
Founder and Executive Chairman with deep real estate and hospitality expertise; RLJ's 3-year price return of -11.7% trails the ^FNER (FTSE NAREIT All Equity REITs Index) by 24.8pp, which is below the 30pp threshold required to trigger a vote against for negative absolute TSR, so no TSR trigger fires.
CEO and director since 2018 with extensive lodging REIT experience; the 3-year TSR underperformance gap of 24.8pp versus ^FNER (FTSE NAREIT All Equity REITs Index) does not reach the 30pp threshold for a negative absolute TSR, so the trigger does not fire.
Independent trustee since 2011 with government, regulatory, and finance experience; holds two other public company board seats (Marathon Petroleum and Fifth Third Bank), which is within the permitted three-seat limit, and the TSR trigger does not fire at the 24.8pp gap.
Independent trustee since 2016 with government relations and corporate governance expertise; holds two other public board seats (KB Home and AFLAC), within the permitted limit, and the TSR trigger does not fire.
Lead Independent Trustee since 2011 with strong finance and executive leadership background; holds one other public board seat (UNISYS), well within the limit, and the TSR trigger does not fire at 24.8pp gap versus ^FNER (FTSE NAREIT All Equity REITs Index).
Independent trustee since 2017 with deep real estate investment and finance credentials including CFA designation; holds one other public board seat (AIMCO) and the TSR trigger does not fire.
Independent trustee since 2011 designated as audit committee financial expert with 26 years of Hilton hospitality experience; holds no other public company board seats and the TSR trigger does not fire.
Independent trustee since 2018 with extensive hotel operations experience from a long Marriott career; holds no other current public board seats and the TSR trigger does not fire.
Independent trustee since February 2022, which is less than 24 months before the March 2026 proxy filing date; under the policy, directors who joined within the past 24 months are exempt from the TSR trigger, so no action is required regardless of performance.
All nine director nominees receive a FOR determination. RLJ's 3-year price return of -11.7% lags the ^FNER (FTSE NAREIT All Equity REITs Index) by 24.8 percentage points, which falls just below the 30pp threshold required to trigger an AGAINST vote when absolute TSR is negative, so no TSR-based concern arises for the full-tenure directors. No director is overboarded (none holds four or more public seats), attendance at board and committee meetings was 98-100%, and all committee members are independent with appropriate expertise including a designated audit committee financial expert.
Say on Pay
✓ FORCEO
Leslie D. Hale
Total Comp
$9,460,014
Prior Support
92%%
CEO Leslie D. Hale received total reported compensation of approximately $9.46 million, which is within a reasonable range for a CEO of a $1.2 billion lodging REIT given that 90% of her pay is variable and performance-linked, including multi-year performance stock awards tied to total shareholder return hurdles. The prior Say-on-Pay vote received 92% shareholder support, well above the 70% threshold that would require corrective action, and the pay program features robust performance conditions, a clawback policy, and no problematic practices such as tax gross-ups or single-trigger change-in-control payments. While RLJ's stock has underperformed the ^FNER (FTSE NAREIT All Equity REITs Index) over three years, the company's variable pay structure already reflects this through lower realized pay — the proxy discloses that realized CEO pay has been approximately 45% below reported values on average over the past five years — demonstrating that the incentive design is functioning as intended.
Auditor Ratification
✓ FORAuditor
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 RLJ's $1.2B market cap; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements are noted.
Overall Assessment
RLJ Lodging Trust's 2026 annual meeting ballot presents four proposals: a FOR determination is reached on the full nine-director slate, PwC auditor ratification, and the Say-on-Pay advisory vote, all of which pass the applicable policy screens without material concerns. The 2026 Equity Incentive Plan (Proposal 4) falls outside the current policy scope and is set aside pending a future policy update.