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 price return of +35.6% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +26.2 percentage points, well below the 65-point threshold required to trigger an against vote for a company with strong positive returns; no overboarding, attendance, independence, or familial-relationship concerns apply.
TSR trigger does not apply given XHR's strong outperformance of ^FNER; Mr. Oklak holds two public board seats (XHR and Tutor Perini), which is within the allowable limit, and he attended 100% of meetings.
TSR trigger does not apply; Mr. Bass is a sitting CEO at a private company (Mattamy Homes US is privately held), so the sitting-public-company-CEO outside-board-seat rule does not apply, and he holds one public board seat (Rayonier) alongside XHR; all other policy screens clear.
TSR trigger does not apply; Mr. Gartland holds two additional public board seats (ABM Industries and ADT Inc.) alongside XHR for a total of three, which is within the four-seat overboarding threshold; attendance and independence screens clear.
TSR trigger does not apply; Ms. Goulet holds one additional public board seat (Rolls Royce PLC) alongside XHR; all attendance, independence, and qualifications screens clear.
Ms. Isaacs-Lowe joined the board in March 2022, which is more than 24 months ago but her tenure overlaps with the period during which XHR was already outperforming ^FNER; TSR trigger does not apply regardless; she holds two additional public board seats (Compass PLC and Equitable Holdings) alongside XHR for a total of three, within the threshold; all other screens clear.
TSR trigger does not apply; Ms. McCormick holds one additional public board seat (EastGroup Properties) alongside XHR; attendance and independence screens clear.
TSR trigger does not apply; Mr. Moorehead departed as CEO of Nature's Sunshine Products in November 2025 so is no longer a sitting public-company CEO, and holds only XHR as a public board seat; attendance and independence screens clear.
All eight director nominees pass every policy screen. XHR's 3-year price return of +35.6% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +26.2 percentage points, well below the 65-point trigger threshold applicable to companies with strong positive returns. No director is overboarded, all attended 100% of meetings in 2025, no familial relationships exist, and all committee assignments respect independence requirements. Vote FOR the full slate.
Say on Pay
✓ FORCEO
Marcel Verbaas
Total Comp
$7,048,188
Prior Support
95%%
CEO Marcel Verbaas received total compensation of $7,048,188, which is within a reasonable range for a hotel REIT CEO at a $1.5 billion company given the strong operational and stock performance achieved in 2025. The pay program is heavily performance-based — approximately 70% of the CEO's total pay is 'at-risk,' tied to multi-year stock return targets (both absolute and relative to peers) and annual financial metrics including revenue per available room, hotel operating margins, and funds from operations per share — well above the 50–60% variable pay threshold required by policy. Prior say-on-pay support was over 95% at the 2025 annual meeting, the company has a robust clawback policy, and pay outcomes in 2025 appropriately reflect above-target but not excessive financial performance.
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 0.2% 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 fire per policy; no material restatements are indicated.
Overall Assessment
The 2026 Xenia Hotels & Resorts annual meeting ballot contains three standard proposals: election of eight directors, ratification of KPMG as auditor, and an advisory say-on-pay vote. All proposals receive a FOR determination — the director slate is clean with no TSR, overboarding, or attendance concerns, the auditor fee structure is overwhelmingly audit-focused, and the executive pay program is strongly performance-oriented with 95%+ prior shareholder support.