SEC Filing – RLJ Lodging Trust

Report of the Audit Committee

The Audit Committee is currently composed of Messrs. La Forgia and McCarthy, and Mses. Gibson, McNeal and Zeigler, with Mr. La Forgia serving as its chairperson. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Trustees.

One of the principal purposes of the Audit Committee is to assist the Board of Trustees in the oversight of the integrity of the Company’s financial statements. The Company’s management team has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2021 with our management.

The Audit Committee also is responsible for assisting the Board of Trustees in the oversight of the qualification, independence and performance of the Company’s independent auditors. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by the Public Company Accounting Oversight Board Standard No. 16, Communications with Audit Committees.

The Audit Committee has received both the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP its independence. In addition, the Audit Committee has considered whether the provision of non-audit services, and the fees charged for such non-audit services, by PricewaterhouseCoopers LLP are compatible with maintaining the independence of PricewaterhouseCoopers LLP from management and the Company.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Trustees that the Company’s audited financial statements for 2021 be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Trustees

Robert M. La Forgia, Chairman
Patricia L. Gibson
Glenda G. McNeal
Robert J. McCarthy
Robin Zeigler

The Audit Committee Report above does not constitute “soliciting material” and will not be deemed “filed” or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate SEC filings by reference, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

RLJ Lodging Trust

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2022	RLJ Lodging Trust Notice of Annual Meeting of Shareholders and Proxy Statement
		Friday, April 29, 2022 12:30 p.m. Eastern Time
		The meeting will be held in a virtual-only format through a live webcast

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AC Hotel Boston Downtown, Boston, MA

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	Portfolio Summary as of December 31, 2021
	22			STATES AND THE DISTRICT OF COLUMBIA
	97			HOTELS
	21,499			ROOMS

Our business is founded on relationships with our investors, the management companies that operate our hotels, the brands and franchisors of each hotel property, and our associates.

To strengthen and maintain these relationships, we treat our partners, associates and shareholders with fairness based on high ethical and business standards.

RLJ Lodging Trust (NYSE: RLJ) is a self-advised, publicly traded real estate investment trust. RLJ primarily owns premium-branded, high-margin, focused-service, and compact full-service hotels.

We own a geographically diversified portfolio of hotels located in high-growth urban markets that have multiple demand generators and attractive long-term growth prospects. We believe that our investment strategy allows us to generate high levels of RevPAR, strong operating margins and attractive returns.

Our senior leadership team is comprised of a diverse group of veteran professionals with extensive operating experience and industry relationships, which allows us to enhance overall platform value and compete effectively.

It is our goal to enhance the value of this Company by being open and transparent in our investor communications and by following rigorous corporate governance practices.

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3 Bethesda Metro Center
Suite 1000
Bethesda, Maryland 20814

MESSAGE FROM OUR CEO AND EXECUTIVE CHAIRMAN

DEAR SHAREHOLDERS:

You are cordially invited to attend the 2022 Annual Meeting of Shareholders of RLJ Lodging Trust (the “Annual Meeting”), which will be held in a virtual format through a live webcast on Friday, April 29, 2022, at 12:30 p.m. Eastern Time. You will be able to attend the virtual Annual Meeting by first registering at http://register.proxypush.com/RLJ. Further details about

the meeting, proposals and voting are included in the accompanying proxy statement.

Your Board of Trustees is unanimously recommending a highly qualified, experienced, diverse and actively engaged slate of nominees for election to the Board at the Annual Meeting.

Your Board nominees are:

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Your Board brings executive and financial leadership, a wide range of complementary skills and backgrounds relevant to the Company’s industry including strategy and commitment to shareholder value, and strong gender, racial and ethnic diversity. As a group, the average tenure of the Board’s nominees is approximately seven years with five of nine nominees being new to the Board since 2016.

The accompanying Notice of Annual Meeting, the 2022 Proxy Statement, and our 2021 Annual Report to

Shareholders, which includes our audited financial statements, describe matters to be addressed at the Annual Meeting. Your vote is important and your prompt attention to these materials is greatly appreciated. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. We encourage you to carefully read the proxy statement before voting.

On behalf of our Board of Trustees and our employees, we thank you for your continued interest in and support of our Company. We look forward to seeing you at the Annual Meeting.

Sincerely,


				Leslie D. Hale President and Chief Executive Officer						Robert L. Johnson Executive Chairman

March 30, 2022

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MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE

DEAR SHAREHOLDERS:

It is an honor and pleasure to serve as RLJ Lodging Trust’s Lead Independent Trustee. On behalf of the Board of Trustees and the RLJ management team, thank you for your investment in our Company. Over the past year, I have been struck by the fierce commitment to excellence across our organization in the face of continued economic uncertainty. The entire U.S. economy has experienced a remarkable, though at times tenuous, recovery, as has the hospitality industry, nowhere more evident than within our portfolio of hotels. The actions of our executive leadership team have positioned us well for the future and we collectively look forward to continuing to generate long-term value for shareholders.

Business Highlights

Leisure, business and group travel rebounded over the course of 2021, though we continued to grapple with the impact of COVID-19, including new variants. Amid this backdrop, our high-quality portfolio benefitted from these positive trends and our management team continued to execute on its strategic priorities, including:

•

Reshaping our portfolio: We continued to advance on our strategic objective to strengthen the Company’s portfolio in the resilient, attractive high-margin focused-service and compact full-service hotel segment, including key acquisitions in urban growth markets in Atlanta, Boston and Denver. In addition, we accretively match-funded our 2021 acquisitions with proceeds from dispositions sold at a combined higher multiple.

•

Unlocking internal growth catalysts: We continued to execute on conversions, revenue enhancement and margin expansion initiatives that are expected to generate $23 – $28 million of incremental hotel EBITDA.

•

Strengthening our balance sheet: Over the course of 2021, we extended our weighted average maturity to 4.3 years, reduced weighted average interest rates by approximately 50 basis points and ended the year with over $1 billion of liquidity. As a result, we believe we are well positioned to continue our growth initiatives.

These strategic successes were underpinned by the continued dedication of our executive leadership team and associates across the organization.

Expanding on Our ESG Commitment

Environmental, Social and Governance (“ESG”) principles have long been embedded in RLJ’s corporate identity. We have been actively engaged in supporting our associates and the communities we serve through inclusive labor practices and policies, as well as philanthropic endeavors and, in 2021, we continued to build on that legacy through new and exciting initiatives:

•

Enhanced transparency and reporting: We have begun reporting according to the Global Reporting Initiative standard and took further steps to increase our ESG reporting efforts. We are making progress towards aligning our disclosures with other prominent frameworks, including the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosure.

•

Addressing our environmental impact: We continue to invest in energy and water efficiency projects across our portfolio, demonstrating our commitment to environmental sustainability. We invest in energy efficiency projects and assess the impact that climate change will have on our operations and focus our efforts on mitigation.

•

Nurturing a diverse, talented workforce: The Company has a diverse workforce, with more than half our associates identifying as ethnically diverse and women comprising more than half of our employees. We are dedicated to the development and safety of our workforce. This commitment to diversity and inclusion is deeply rooted in RLJ’s culture and the Board embraces its responsibility to ensure that this culture continues to thrive.

•

Continued dedication to leading governance practices: Our Board members take seriously our responsibility for oversight and governance, including risk assessment and review, compliance, reporting and ensuring the highest level of ethical behavior throughout the Company. We understand our duty to shareholders and have adopted industry best practices to execute our responsibilities, including open and frequent communication with management. The Board annually engages in a robust strategic

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MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE

planning process during which key elements of our business and financial plans, strategy and near- and long-term initiatives are developed and reviewed.

Engaging with Our Shareholders

In 2021, we sought broader, deeper engagement with our shareholders in an effort to hear their perspectives. Over the course of 2021, we were actively engaged with a significant number of our shareholders throughout the year. Among the topics we discussed were:

•

Periodic operating updates, including the post-COVID recovery of lodging fundamentals

•

Progress on the execution of the Company’s long-term strategic initiatives

•

ESG progress, strategy and reporting, including potential future enhancements to our reporting approach

•

Our approach to governance and Board refreshment

•

Executive compensation practices, including program enhancements to encourage retention and incentivize our talented and diverse management team for the long term

We appreciated and valued these conversations with our shareholders and the feedback we received, and look forward to continuing the dialogue in 2022.

Moving Forward

We remain as optimistic as ever regarding the future for RLJ. Our executive leadership has positioned us well for growth in 2022 and well into the future. We will continue to execute on our long-term strategy and ensure outstanding value creation for all RLJ stakeholders, especially as we deepen our ESG strategy and shareholder engagement efforts. Again, we thank you for your continued investment in RLJ.

Sincerely,


				Nathaniel A. Davis Lead Independent Trustee

March 30, 2022

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS | APRIL 29, 2022

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Shareholders of RLJ Lodging Trust will be held:

				WHEN
				Friday, April 29, 2022 12:30 p.m. Eastern Time

				WHERE
				The meeting will be held in a virtual-only format through a live webcast; you will be able to attend by first registering at http://register.proxypush.com/RLJ

				RECORD DATE
				Shareholders of record at the close of business Wednesday, March 16, 2022 are entitled to vote

Items of Business

The Annual Meeting will be held for the following purposes:

Proposal		Board Recommendation		See page
1	To elect nine trustees, nominated by the Board, named in the proxy statement		FOR EACH TRUSTEE NOMINEE	9
			FOR EACH TRUSTEE NOMINEE	9
2	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022		FOR	36
3	To approve, on a non-binding advisory basis, the compensation of our named executive officers		FOR	40

The Board of Trustees has fixed the close of business on Wednesday, March 16, 2022 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Accordingly, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

This notice and the enclosed proxy statement are first being made available to our shareholders on or about Wednesday, March 30, 2022.

Bethesda, Maryland
March 30, 2022

By Order of the Board of Trustees,

Anita Cooke Wells
Corporate Secretary and Senior
Vice President

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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

		YOUR VOTE IS VERY IMPORTANT
		Please cast your vote as soon as possible on each proposal to ensure your shares are represented at the virtual Annual Meeting. If you participate in the virtual meeting, you may change or revoke your proxy and vote at the meeting, if you desire.
		Even if you plan to participate in our virtual Annual Meeting, please read this proxy statement carefully and vote as soon as possible using any of the following methods.
		Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the virtual meeting, you must obtain a legal proxy issued in your name from that record holder.

		HOW TO VOTE
		Have your proxy card in hand and follow the instructions.

					BY TELEPHONE Dial toll-free 24/7 1-866-883-3382
					BY INTERNET Visit 24/7 www.proxypush.com/rlj
					BY MAIL Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope
					BY MOBILE DEVICE Scan the QR code
		The deadline to vote by phone or electronically is 11:59 p.m. Central Time on April 28, 2022. If you vote by phone or electronically, you do not need to return a proxy card.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 29, 2022
		This Proxy Statement, our 2021 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2021 are available at http://www.rljlodgingtrust.com/meeting.html.

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PROXY STATEMENT

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	1			PROXY SUMMARY

	9			CORPORATE GOVERNANCE AND BOARD MATTERS
	9			Proposal 1—Election of Trustees
	10			Board of Trustees
	22			Board Role and Responsibilities
	22			Corporate Governance Profile
	23			Corporate Governance Guidelines
	24			Code of Business Conduct and Ethics
	24			Availability of Corporate Government Materials
	25			Board Leadership Structure
	26			Board Meetings and Committees
	30			Board Oversight of Risk Management
	31			Cybersecurity
	31			Shareholder Engagement
	32			Environmental, Social and Governance Matters
	34			Trustee Compensation
	35			Share Ownership Guidelines for Trustees

	36			AUDIT MATTERS
	36			Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
	36			Auditor Fees
	37			Pre-Approval Policies and Procedures
	38			Report of the Audit Committee

	39			EXECUTIVE OFFICERS

	40			EXECUTIVE COMPENSATION
	40			Proposal 3—Non-Binding Vote to Approve Named Executive Officer Compensation
	41			Compensation Discussion and Analysis
	59			Compensation Committee Report
	59			Compensation Tables and Related Information

	73			STOCK OWNERSHIP INFORMATION
	73			Security Ownership of Certain Beneficial Owners and Management
	74			Certain Relationships and Related Party Transactions

	77			INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
	77			Information Concerning Solicitation and Voting
	77			About the Meeting

	83			ADDITIONAL INFORMATION
	83			Other Matters to Come Before the 2022 Annual Meeting
	83			Shareholder Proposals and Nominations for the 2023 Annual Meeting
	83			Householding of Proxy Materials

2022 PROXY STATEMENT | i

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PROXY SUMMARY

This summary highlights certain information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and

you should read the entire Proxy Statement carefully before voting.

“We,” “our,” “us” and the “Company” refer to RLJ Lodging Trust.

RLJ Lodging Trust
2022 Annual Meeting of Shareholders

				WHEN
				Friday, April 29, 2022 12:30 p.m. Eastern Time

				WHERE
				The meeting will be held in a virtual-only format through a live webcast; you will be able to attend by first registering at http://register.proxypush.com/RLJ

				RECORD DATE
				Shareholders of record at the close of business on Wednesday, March 16, 2022 are entitled to vote

Matters to Be Voted on at the Annual Meeting

Proposal

Board Recommendation

See page

To elect nine trustees nominated by the Board and named in the proxy statement

FOR EACH
TRUSTEE
NOMINEE

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022

FOR

To approve, on a non-binding advisory basis, the compensation of our named executive officers

FOR

To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting

2021 Business Highlights

During 2021, the lodging industry continued to make progress toward returning to pre-pandemic levels of demand, although progress contended with the rise of new COVID-19 variants such as Delta and Omicron. These variants delayed the office reopening plans of many companies and organizations, resulted in the cancellations of group events throughout the country and stalled the recovery of international travel, which had a moderating effect on the return of corporate travel, group and international demand. However, these trends were partially offset by stronger-than-expected domestic leisure demand, which benefitted from robust U.S. consumer savings and the pent-up desire for travel as vaccination rates improved, as well as continuing “work from anywhere” and “hybrid work” flexibility for many. In a year in which high levels of uncertainty continued, the Company made significant progress to position itself to drive long-term shareholder value throughout the lodging cycle.

During 2021, management was highly focused on the following:

•

Operational goals. By continuing to execute on the framework developed during 2020 for operating hotels and minimizing shortfalls during the pandemic, the Company reopened and was operating all of its properties as of the end of the first quarter of 2021. Stringent cost control measures and focused asset management oversight allowed the Company to report portfolio-wide profitability sooner than many of its peers and achieve positive cash flow for the entire year, despite the continued headwinds of the pandemic.

•

Internal growth initiatives. The Company quantified and communicated the tangible value embedded in its portfolio in the form of three brand conversions and revenue enhancement and margin expansion opportunities in the amount of $23 million to $28 million of incremental hotel earnings before interest, taxation, depreciation and amortization (“EBITDA”) on a stabilized basis. During the year, the Company initiated design and renovation work on these conversions and expects to complete the conversions by the end of 2022. The Company also made significant progress on its revenue enhancement and margin initiatives, which will be ongoing.

2022 PROXY STATEMENT | 1

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PROXY SUMMARY

•

External growth and capital recycling. The Company executed on its external growth plan by acquiring three high-quality properties located in high-growth markets for over $198 million, which the Company expects to outperform throughout this lodging cycle. The Company sourced all of these opportunities off-market, which allowed it to achieve attractive pricing in an otherwise competitive environment. The Company primarily financed these deals by recycling capital from the sale of seven non-core assets on a highly accretive basis, thereby preserving the Company’s investment capacity to pursue incremental acquisitions.

•

Balance sheet and debt maturities. The Company raised $1.0 billion of new corporate debt at one of the lowest rates for a non-investment grade REIT. The Company used the proceeds to repay upcoming 2022 maturing debt and a majority of 2023 maturing debt, as well as to fully redeem the Company’s most expensive debt—the $475 million 6.0% FelCor senior notes. Additionally, the Company extended the maturity date of a $100 million term loan from January 2022 to June 2024; added one-year extension options on $225 million of term loans maturing in 2023; and amended corporate credit agreements to extend covenant waivers through the first quarter of 2022, increase acquisition capacity to $450 million and add flexibility to retain certain proceeds for general corporate purposes. These actions enhanced balance sheet flexibility while extending the Company’s weighted average maturity by 1.8 years and reducing its weighted average interest rate by approximately 50 basis points. The Company ended the year with $1.1 billion of available liquidity and no debt maturities until 2023, providing the Company with significant capacity and flexibility to pursue its internal and external growth plan.

Corporate Governance Highlights

BEST PRACTICES

•

7 of 9 (78%) trustee nominees are independent, including all members of our Board committees

•

Separate Chairman and CEO roles

•

Lead Independent Trustee with fulsome, well-defined role

•

3 of 9 (33%) trustee nominees are women, and 5 of 9 (56%) trustee nominees are ethnically diverse

•

Balanced trustee tenure with an average tenure of approximately 7 years

•

Board composition is diverse in age, skills and experiences

•

Annually elected Board with a majority voting standard

•

Board responsibility for risk oversight

•

Independent trustees regularly meet without management present

•

Robust Code of Business Conduct and Ethics

•

Annual evaluation process for full Board, Board committees and individual trustees

•

Active shareholder engagement program

•

Meaningful stock ownership requirements for the CEO and Executive Chairman (5x base salary) and other executive officers (3x base salary)

•

Opted out of the Maryland Unsolicited Takeover Act

•

Adopted amendments to our Declaration of Trust and bylaws to allow shareholders to amend our bylaws by a majority vote of the outstanding shares entitled to be cast on the matter

•

Strong commitment to Environmental, Social and Governance Stewardship

ESG Highlights

In 2021, we set a series of sustainability objectives as part of our corporate responsibility strategy and began reporting in line with the Global Reporting Initiative. We enhanced our ESG commitments across the following core areas:

Environmental Oversight

We are committed to reducing the prospect of long-term environmental damage and, where economically reasonable, we aggressively seek opportunities to do so. Our efforts include:

•

Energy-efficient lighting

•

Water Conservation

•

Building Energy Management Systems

•

Guest Room Energy Management Systems

•

Upgrades to Building HVAC Systems

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PROXY SUMMARY

Diversity and Inclusion

Our senior leadership team has introduced various initiatives to ensure that our Company remains inclusive and supportive for all, including:

•

Conducting regular training on “Creating a Respectful Workplace,”which focuses on unconscious bias, discrimination and harassment

•

Recruiting a diverse group of candidates for our internship and junior level positions, with special outreach to Historically Black Colleges and Universities, Hispanic-Serving Institutions and other education institutions focused on minority populations

•

Requiring a diverse slate of candidates for all job vacancies, including senior leadership positions

•

Creating programs to address issues important to our associates, such as the “Conversation in Courage” series, highlighting topics like the rising discrimination and violence directed towards the Asian American Pacific Islander community

Governance

We are committed to strong corporate governance and to building upon on our current robust practices. Over the past year, we have made the significant enhancements to our corporate governance processes, including the following:

•

The Board of Trustees formalized the Nominating and Corporate Governance Committee’s oversight of ESG matters and established an internal ESG Committee reporting up to the Nominating and Corporate Governance Committee through the CEO

•

Expanded the Audit Committee’s role in overseeing corporate risk, especially as it relates to cybersecurity

•

Regular management reporting to the Nominating and Corporate Governance Committee on human capital issues, including as they relate to return to work processes, recruitment and succession planning

Corporate Citizenship

The Company takes seriously its responsibility to strengthen the communities in which we operate. We are always focused on adding real value to our community. Our corporate programs are especially focused on benefiting the underserved children and young people of the Washington, D.C. area and those in need, including:

•

The Boys and Girls Club

•

Generation Hope (supporting teen parents to obtain college degrees)

•

Global Scholars Foundation (supporting college readiness, financial literacy, cultural education and travel experience for Washington, D.C. high school students)

•

Habitat for Humanity of Maryland (assisting with home ownership for low income residents)

•

San Miguel School of Washington, D.C. (an independent, tuition-free Catholic middle school educating boys in grades 6-8 from the District of Columbia and surrounding communities that supports its graduates through high school)

Going forward, we will continue to report annually on our ESG efforts and progress, and are making progress towards aligning our disclosures with other prominent frameworks, including the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-Related Financial Disclosure.

2022 PROXY STATEMENT | 3

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PROXY SUMMARY

Board of Trustees Overview

In evaluating our Board and considering Proposal 1, you are encouraged to review the “Corporate Governance and Board Matters” section of this Proxy Statement below. This section discusses the role of the Board in our strategy, our approach to board refreshment, our commitment to ensuring shareholders have an engaged and responsive Board in place with the right skillsets and diversity, our shareholder engagement practices and our strong, shareholder-friendly corporate governance.

		100%
		attendance at the 2021 annual meeting of shareholders by all trustees serving in 2021

		95%
		meeting attendance by all trustees serving in 2021

						Committee Membership
Trustee and Principal Occupation		Age	Trustee since	Independent	Current Public Company Boards	Audit	Compensation	Nominating and Corporate Governance
	Robert L. Johnson Founder and Executive Chairman, The RLJ Companies	75	2011		• KB Home • Discovery, Inc • G-III Apparel Group Ltd
	Leslie D. Hale President and Chief Executive Officer, RLJ Lodging Trust	49	2018		• Macy’s
	Senator Evan Bayh Senior Advisor, Apollo Global Management	66	2011		• Berry Plastics • Marathon Petroleum • Fifth Third Bank
	Arthur R. Collins Managing Partner, theGROUP	62	2016		• KB Home • AFLAC, Inc. (nominated for election)
	Nathaniel A. Davis Executive Chairman, Stride, Inc.	68	2011	since July 2016	• Stride, Inc. • UNISYS
	Patricia L. Gibson Co-Founder and Chief Executive Officer, Banner Oak Capital Partners	59	2017		• AIMCO
	Robert M. La Forgia Founder, Principal and Chief Executive Officer, Apertor Hospitality, LLC	63	2011		–
	Robert J. McCarthy Chairman, McCarthy Investments, LLC; Chairman, Hotel Development Partners	68	2018		• Santander Consumer USA Holdings
	Robin Zeigler Executive Vice President and Chief Operating Officer, Cedar Realty Trust	49	2022		• NETSTREIT • Jones Lang LaSalle Public Income Trust
Number of Meetings in 2021					Board—7	4	6	4

Committee Chair

Committee Member

Audit Committee financial expert

Executive Chairman

Lead Independent Trustee

Independent Trustee

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PROXY SUMMARY

BOARD COMPOSITION AND ATTRIBUTES

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Our Board believes that a fully engaged Board is a strategic asset of the Company, and knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board also believes appropriate tenure can facilitate trustees developing greater institutional knowledge and deeper insight into the Company’s operations across a variety of economic and competitive environments.

Our Board represents a well-balanced mix of long-standing trustees with significant experience and new trustees with fresh perspectives. Over the last six years, five new trustees have joined our Board, bringing deep experience in real estate, hospitality, investment and finance, government relations and corporate governance.

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PROXY SUMMARY

The following table highlights the deep, diverse mix of skills, qualifications and experience that support value creation and which the Board considered in its selection of each nominee for election to the Board.

Additional information about each trustee is provided in the biographies beginning on page 10.

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PROXY SUMMARY

Executive Compensation Highlights

	We believe one of the primary goals of executive compensation is to align the interests of our NEOs with those of our shareholders. Specifically, this alignment encourages prudent decision-making and allows us to attract and retain talented, diverse executives in an increasingly competitive landscape. The Compensation Committee has adopted a compensation program designed to link financial and strategic results to executive rewards, recognize favorable shareholder returns, ensure the retention of our executive team for the long term and enhance our competitive position within our segment of the hospitality industry. The Compensation Committee is committed to protecting shareholder interests by using robust, objective evaluation processes for our executives and prioritizing the creation of short- and long-term shareholder value. The majority of each executive’s compensation is tied directly to the achievement of pre-established individual and corporate goals which ensure that the financial interests of our senior executives are aligned with those of our shareholders. In 2021, rigorous corporate goals included financial objectives such as achievement of EBITDA targets and increases to market share, as well as goals related to corporate initiatives, including the acquisition of accretive assets, dispositions of non-core properties and improvement to the Company’s balance sheet by addressing debt maturities. These goals support the Company’s positioning and advance its long-term strategic objectives, enhancing its ability to capture recovery trends in the hospitality business cycle.

2021 TARGET COMPENSATION

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2022 PROXY STATEMENT | 7

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PROXY SUMMARY

COMPENSATION PRACTICES AND POLICIES

		WHAT WE DO
		• We base a significant portion of our executive officers’ total compensation opportunity on performance; salaries comprise a modest portion of each executive officer’s total compensation opportunity • We generally establish a formulaic short-term incentive bonus program based on pre-established individual and corporate performance goals • We align our executive officers with our long-term investors by awarding a significant percentage of their equity compensation in the form of multi-year, performance-based equity awards that use both absolute and relative Total Shareholder Returns (“TSR”) as the primary metrics • We enhance executive officer retention with time-based, multi-year vesting equity incentive awards granted for prior-year performance • We have a clawback policy • We have robust share ownership guidelines for our executives and trustees • The Compensation Committee, which is comprised solely of independent trustees, retains an independent compensation consultant, FTI Consulting, Inc. (“Compensation Consultant”)

		WHAT WE DON’T DO
		• We do not provide tax gross-up payments to any of our executive officers • We do not provide “single-trigger” change in control cash severance payments • We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; incentive compensation is not based on a single performance goal • We do not guarantee annual compensation • We do not allow hedging or pledging of our securities • We do not offer excessive executive perquisites

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BOARD MATTERS

Proposal 1—Election of Trustees

Our Board of Trustees is currently composed of ten trustees, all of whom have terms expiring at the 2022 Annual Meeting. Glenda G. McNeal, who has served on the Board since 2011, will retire from the Board as of immediately prior to the 2022 Annual Meeting and thus has not been nominated for re-election. In connection with Ms. McNeal’s retirement and effective as of immediately prior to the 2022 Annual Meeting, the Board has reduced the number of trustees constituting the entire board to nine and, therefore, has nominated nine individuals for election to the Board. If elected, each of the nine trustee nominees will serve as trustees for a one-year term until the 2023 annual meeting of shareholders and until their successors are elected and qualified.

In evaluating our Board and considering this Proposal, we encourage you to review the “Corporate Governance and Board Matters” section of this Proxy Statement. This section discusses the role of the Board in our strategy, our approach to Board refreshment, our commitment to ensuring shareholders have an engaged and responsive Board in place with the right skillsets and diversity, our shareholder engagement practices and our

strong, shareholder-friendly corporate governance. More information about our nominees is included below.

Each trustee nominee has consented to be named in this Proxy Statement and agreed to serve as a trustee if elected by shareholders. Based on its review of the relationships between the trustee nominees and the Company, the Board has affirmatively determined the following trustees are “independent” trustees under the rules of the NYSE and under applicable rules of the Securities and Exchange Commission (the “SEC”): Evan Bayh, Arthur R. Collins, Nathaniel A. Davis, Patricia L. Gibson, Robert M. La Forgia, Robert J. McCarthy and Robin Zeigler.

The Board knows of no reason why any nominee would be unable to serve as a trustee. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our bylaws, decrease the size of our Board.

Vote Required and Recommendation

Under our bylaws, to be elected in an uncontested election, trustee nominees must receive the affirmative vote of a majority of the votes cast, which means the number of shares voted FOR a trustee nominee must exceed the number of shares voted AGAINST that nominee. For purposes of the election of trustees, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast for or against a nominee’s election and will have no effect on the result of the vote. There is no cumulative voting with respect to the election of trustees.

If an incumbent trustee fails to be re-elected by a majority of votes cast, that trustee is required under our bylaws

to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board is required to act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and its rationale within 90 days after the election results are certified. Our bylaws require the Board to accept any such resignation if the nominee has received more votes against than for his or her election at each of two consecutive annual meetings of shareholders.

Our Board of Trustees unanimously recommends a vote FOR each of the nominees set forth below.

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Board of Trustees

Nominees for Election for a One-Year Term Expiring at the 2023 Annual Meeting

The following table sets forth the name and age of each nominee for trustee, indicating all positions and offices with us currently held by the trustee nominee.

Name	Age(1)	Title
Robert L. Johnson	75	Executive Chairman of the Board of Trustees
Leslie D. Hale	49	President and Chief Executive Officer of the Company
Evan Bayh	66	Trustee
Arthur R. Collins	62	Trustee
Nathaniel A. Davis	68	Lead Independent Trustee
Patricia L. Gibson	59	Trustee
Robert M. La Forgia	63	Trustee
Robert J. McCarthy	68	Trustee
Robin Zeigler	49	Trustee

(1)

Age as of March 31, 2022

Set forth below are descriptions of the backgrounds and principal occupations of each of our trustee nominees.

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COMMITTEES • None OTHER CURRENT PUBLIC COMPANY BOARDS • KB Home (NYSE:KBH)(retiring in April 2022) • Discovery, Inc. (NYSE: DISC) • G-III Apparel Group, Ltd. (NASDAQ: G III)	ROBERT L. JOHNSON	Chairman of the Board since May 2011
	FOUNDER AND EXECUTIVE CHAIRMAN, RLJ LODGING TRUST AND THE RLJ COMPANIES LLC Age 75
	CAREER HIGHLIGHTS RLJ Lodging Trust • Founder and Executive Chairman (2011 to present) The RLJ Companies LLC, which owns or holds interests in a diverse portfolio of companies in the banking, private equity, real estate, film production, gaming, fashion and automobile dealership industries • Founder and Chairman (2000 to present) RLJ Development, LLC • Co-Founder and Chairman (2000) Black Entertainment Television (BET), acquired by Viacom Inc. in 2001 • Chief Executive Officer (until 2006) • Founder and Chairman (1979-2006)	EDUCATION • B.A., University of Illinois • Master of Public Administration, Princeton University KEY SKILLS AND QUALIFICATIONS Our Board has determined that Mr. Johnson should serve on our Board based on his experience as a successful business leader and entrepreneur, as well as his experience in a number of critical areas, including: • Real estate • Finance • Brand development • Multicultural marketing Our Board has determined that Mr. Johnson’s service on three public company boards in addition to his service on our Board will not impair his service on our Board, particularly given his upcoming retirement from the KB Home board in April 2022.

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COMMITTEES • None OTHER CURRENT PUBLIC COMPANY BOARDS • Macy’s Inc. (NYSE: M)	LESLIE D. HALE	Trustee since May 2018
	PRESIDENT AND CHIEF EXECUTIVE OFFICER, RLJ LODGING TRUST Age 49
	CAREER HIGHLIGHTS RLJ Lodging Trust • President and Chief Executive Officer (August 2018 to present) • Chief Operating Officer, Chief Financial Officer and Executive Vice President (July 2016-2018) • Chief Financial Officer, Executive Vice President and Treasurer (2011-2016) RLJ Development, LLC • Chief Financial Officer and Senior Vice President of Real Estate and Finance (2007-2011) • Vice President (and previously Director) of Real Estate and Finance, responsible for the finance, tax, treasury and portfolio management functions, as well as executing all real estate transactions (2005-2007) General Electric Corp. • Various leadership positions, GE Capital including as a Vice President, GE Commercial Finance, and as an Associate Director, GE Real Estate Strategic Capital Group (2002-2005) Goldman Sachs & Co. • Investment Banker	EDUCATION • B.S., Howard University • M.B.A., Harvard Business School Ms. Hale also currently serves as: • Member of the Board of Trustees, Howard University • Director of the Federal Reserve Bank of Richmond - Baltimore Branch KEY SKILLS AND QUALIFICATIONS Our Board determined Ms. Hale should serve on our Board based on her: • Substantial executive leadership experience and a proven record of accomplishment, with deep skills in real estate, corporate finance, mergers and acquisitions, capital markets, strategic planning and other public company matters • Extensive knowledge and experience in various senior leadership roles in the lodging real estate industry; provides the Board valuable industry-specific knowledge and expertise • Active management of the Company’s real estate strategies to create shareholder value and provide beneficial information about the status of our day-to-day operations • Insights into the evolving retail and consumer environment from her service as a director of Macy’s, including her experience as a member of Macy’s audit and finance committees

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COMMITTEES • Compensation • Nominating and Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • Berry Plastics (NYSE: BERY) • Marathon Petroleum (NYSE:MPC) • Fifth Third Bank(NASDAQ: FITB)	SENATOR EVAN BAYH	Trustee since May 2011
	SENIOR ADVISOR, APOLLO GLOBAL MANAGEMENT Age 66 \| Independent
	CAREER HIGHLIGHTS Apollo Global Management, a leading global alternative asset management firm • Senior Advisor (2010 to present) Cozen O’Connor, an international law firm • Senior Advisor, Cozen O’Connor Public Strategies, an affiliate of the firm (2018-2019) • Of Counsel (2018-2019) McGuireWoods LLC, a global diversified law firm • Partner (2010) United States Senate • Senator, representing the state of Indiana (1999-2010) • Served on six committees: Banking, Housing and Urban Affairs; Armed Services; Energy and Natural Resources; the Select Committee on Intelligence; Small Business and Entrepreneurship; and the Special Committee on Aging • Chaired two subcommittees	CAREER HIGHLIGHTS United States Government • Governor of Indiana (1989 - 1997) EDUCATION • B.A., Business Economics, with honors, Indiana University • J.D., University of Virginia KEY SKILLS AND QUALIFICATIONS Our Board determined Senator Bayh’s experience as a former United States Senator and former Governor of Indiana adds valuable expertise to our Board, in addition to his: • Government and regulatory acumen • Breadth of management experience • Public company board service • Knowledge of and contacts in the lodging business • Global business environment • Leadership on ESG initiatives

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COMMITTEES • Compensation • Nominating and Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • KB Home (NYSE: KBH) • AFLAC, Inc. (NYSE: AFL) (Nominee)	ARTHUR R. COLLINS	Trustee since November 2016
	FOUNDER AND MANAGING PARTNER, theGROUP Age 62 \| Independent
	CAREER HIGHLIGHTS theGROUP, a government relations and public affairs consulting firm • Founder and Managing Partner (1989 to present) EDUCATION • B.A., Accounting and Finance, Florida A&M University • Doctor of Humane Letters, Florida A&M University Mr. Collins currently serves as: • Chairman of the Board of Trustees, Morehouse School of Medicine • Member of the Board of Trustees and Vice Chairman, The Brookings Institution He has previously served as chairman of the Board of Trustees of Florida A&M University and a member of the Board of Trustees, Meridian International Center.	KEY SKILLS AND QUALIFICATIONS Our Board determined Mr. Collins should serve on our Board in view of his: • Overall business acumen and experience • Knowledge of and contacts in the business environment • Expertise in governmental affairs and regulatory matters • Knowledge of ESG issues and associated risks Further, our Board believes Mr. Collins’ government relations experience will be helpful in navigating and influencing the current governmental and regulatory landscape.

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COMMITTEES • Compensation • Nominating and Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • Stride, Inc. (NYSE: LRN) • UNISYS (NYSE: UIS)	NATHANIEL A. DAVIS	Trustee since May 2011
	EXECUTIVE CHAIRMAN, STRIDE, INC. Age 68 \| Lead Independent Trustee since July 2016
	CAREER HIGHLIGHTS Stride, Inc. (formerly K12, Inc) • Executive Chairman (Current) • CEO and Executive Chairman (2013 - 2016, 2018 - 2021) RANND Advisory Group, LLC • Managing Director (2003 - 2013) XM Satellite Radio • CEO & President (2006 - 2008) • Director (1999 - 2008) Columbia Capital • Executive-in-Residence (2003 - 2006) XO Communications • President & COO (2000 - 2003) • Director (2000 - 2003) EDUCATION • B.S., Engineering, Stevens Institute of Technology • Master of Science in Computer Science, University of Pennsylvania • M.B.A., Wharton School of Business, University of Pennsylvania	KEY SKILLS AND QUALIFICATIONS Our Board determined Mr. Davis should serve on our Board in view of his: • Overall business acumen and experience with venture capital, media and technology • Knowledge of business plan and business process management including the sales process development • Expertise in telecommunications • Expertise in information technology and experience reviewing and addressing cybersecurity risks Our Board also determined that Mr. Davis should serve on our Board based on his extensive financial, operational, executive and entrepreneurial experience. Mr. Davis was promoted to independent leadership of the Board through his status as lead independent trustee.

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COMMITTEES • Audit • Nominating & Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • AIMCO (NYSE: AIV)	PATRICIA L. GIBSON	Trustee since August 2017
	CHIEF EXECUTIVE OFFICER, BANNER OAK CAPITAL PARTNERS, LP Age 59 \| Independent
	CAREER HIGHLIGHTS Banner Oak Capital Partners, LP • Co-Founder & CEO (2016 to present) Hunt Realty Investments • President (2010-2016) • Senior Vice President (1997 - 2010) Senior Financial Positions • Archon Group, a subsidiary of Goldman Sachs & Co. • The Travelers Realty Investment Company • Director (2000 - 2003) Ms. Gibson is also a member of the board of directors of Pacolet Milliken Enterprises, Inc., a private investment company focused on energy and real estate investments and is a member of and the former vice-chair of the Industrial and Office Parks Council of the Urban Land Institute. From 2014-2016, she served as the chair of the National Association of Real Estate Investment Managers. Ms. Gibson previously served as a director of FelCor Lodging Trust Incorporated from March 2016 until its merger with a subsidiary of the Company in August 2017.	EDUCATION • B.S., Finance, Fairfield University • M.B.A., University of Connecticut • Certified as a Chartered Financial Analyst KEY SKILLS AND QUALIFICATIONS Our Board determined Ms. Gibson should serve on our Board in view of her: • Significant financial, real estate, investment and asset management experience • Leadership in actively managing real estate platforms and assets • Prior experience as a board member of a publicly traded company that owned and operated with hotel company partners a diversified portfolio of hotels • Experience assessing and addressing cybersecurity risks

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COMMITTEES • Audit • Nominating & Corporate Governance	ROBERT M. LA FORGIA	Trustee since May 2011
	PRINCIPAL AND CHIEF EXECUTIVE OFFICER, APERTOR HOSPITALITY, LLC Age 63 \| Independent
	CAREER HIGHLIGHTS Apertor Hospitality, LLC • Founder, Principal & CEO (2009 to present) The Atalon Group • Executive Vice President (2008 - 2010) Hilton Hotels Corporation (currently Hilton Worldwide Holdings (NYSE: HLT)) • Chief Financial Officer (2004 - 2008) • Senior Vice President & Controller (1996 - 2004) • Numerous Management Positions Mr. La Forgia serves on the board of advisors of Keystone National Group, a private markets investment management firm specializing in private credit and income-producing real estate. Mr. La Forgia previously served on the board of advisors of Sundance Bay, a real estate private equity firm specializing in multifamily, debt and net lease investments.	EDUCATION • B.S., Accounting, Providence College • M.B.A., Anderson School of Management, University of California, Los Angeles KEY SKILLS AND QUALIFICATIONS Our Board determined Mr. La Forgia should serve on our Board in view of his: • Significant experience in accounting, finance, real estate, capital markets and hospitality • Solid experience in hospitality as evidenced by his 26-year tenure at Hilton Hotels, a publicly held company • Valuable experience in board deliberations and oversight specific to the Company’s strategic direction Our Board also determined that Mr. La Forgia qualifies as an “audit committee financial expert.”

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COMMITTEES • Audit • Nominating & Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • Santander Consumer USA (NYSE: SC)	ROBERT J. MCCARTHY	Trustee since February 2018
	CHAIRMAN, MCCARTHY INVESTMENTS, LLC AND CHAIRMAN, HOTEL DEVELOPMENT PARTNERS Age 68 \| Independent
	CAREER HIGHLIGHTS McCarthy Investments, LLC • Chairman (Current) Hotel Development Partners • Chairman (Current) Marriott International (Retired 2014) • Chief Operations Officer • Oversight for Global Lodging Services, The Ritz Carlton Hotel Company • Reporting responsibility for Marriott’s four continental operating divisions spanning 4,000 hotels across 20 lodging brands • Group President of the Americas with oversight of more than 3,000 hotels In addition to Mr. McCarthy’s public board service, he previously served on the board of directors of Meeting Play, a technology company serving the hospitality industry.	EDUCATION • B.S., Business Administration, Villanova University • Mr. McCarthy also serves as a member of the Board of Trustees of Villanova University. KEY SKILLS AND QUALIFICATIONS Our Board determined Mr. McCarthy should serve on our Board in view of his: • Significant leadership and success in the lodging industry • Extensive experience in hotel operations and hotel acquisitions and dispositions • Multifaceted operational experience, including oversight of revenue management, sales, marketing, brand management, architecture and construction, and information services

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COMMITTEES • Audit • Nominating & Corporate Governance OTHER CURRENT PUBLIC COMPANY BOARDS • NETSTREIT (NYSE: NTST) • Jones Lang LaSalle Public Income Trust	ROBIN ZEIGLER	Trustee since February 2022
	SENIOR EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER, CEDAR REALTY TRUST Age 49 \| Independent
	CAREER HIGHLIGHTS Cedar Realty Trust • Senior Executive Vice President & Chief Operating Officer, Cedar Realty Trust (2016 to Present) Penzance • Executive Vice President & Head of Operations, Penzance (2015 - 2016) Federal Realty Investment Trust • Chief Operating Officer, Mid-Atlantic Region, Federal Realty Investment Trust In addition, Ms. Zeigler serves on the board of directors for Jones Lang LaSalle Public Income Trust, a non-traded REIT, and NETSTREIT, a public retail net lease company. She is a trustee of the International Council of Shopping Centers (“ICSC”) and is on the board of the ICSC Foundation.	EDUCATION • B.A., Accounting, Florida A&M University • M.B.A., Georgia State University KEY SKILLS AND QUALIFICATIONS Our Board determined Ms. Zeigler should serve on our Board in view of her: • Significant leadership experience managing commercial real estate platforms and assets, and knowledge of the strategies and opportunities to create shareholder value • Significant experience with real estate investment trusts, accounting, finance, and capital markets • Strong operational and board experience; valuable experience in board deliberations and oversight Our Board has determined that Ms. Zeigler’s service on two public company boards in addition to her service on our Board will not impair her service on our Board. Ms. Zeigler’s wealth of experience across all facets of the real estate industry are valuable traits that will be instrumental to the Board’s success.

Independence of Trustees

NYSE listing standards require NYSE-listed companies to have a majority of independent board members and a nominating/corporate governance committee, compensation committee and audit committee, each comprised solely of independent trustees. Under the NYSE listing standards, no trustee of a company qualifies as “independent” unless the board of trustees of the company affirmatively determines that the trustee has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with such company).

Immediately prior to the Annual Meeting, the Board will have nine trustees, a majority (seven) of whom our Board affirmatively has determined, after broadly considering all relevant facts and circumstances, to be “independent” under the listing standards of the NYSE and under applicable rules of the SEC. The Board affirmatively has determined that each of the following trustees is independent under these standards:

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Robert L. Johnson and Leslie D. Hale are not independent as they are executive officers of the Company. Glenda G. McNeal, whom the Board previously determined to be independent, has informed the Company that she has decided not to stand for re-election and thus will retire from the Board as of immediately prior to the 2022 Annual Meeting. The size of the Board of Trustees will be reduced from ten to nine members, effective as of immediately prior to the Annual Meeting.

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Board Qualifications, Attributes, Skills and Background

TRUSTEE SELECTION PROCESS

For all trustees, we require integrity, personal and professional ethics, business judgment, and the ability and willingness to commit sufficient time to the Board. Our Board considers many factors in evaluating the suitability of individual trustee candidates, including their general understanding of global business, sales and marketing, finance, and other disciplines relevant to the success of a large, publicly traded company; understanding of our business and technology; educational and professional background; personal accomplishments; and gender, age and ethnic diversity. The Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new trustee candidates are selected.

To further the Company’s goal of ensuring that our Board consists of a diversified group of qualified individuals who function effectively as a group and will drive shareholder value, our Nominating and Corporate Governance Committee seeks trustee candidates that possess a reputation, both personal and professional, consistent with the image and reputation of the Company, as well as a willingness and ability to devote adequate time and resources to perform Board duties diligently.

In addition to our Corporate Governance Guidelines that emphasizes the minimum standards to be used in considering potential trustee candidates, the Nominating and Corporate Governance Committee also has approved a written policy regarding qualification and nomination of trustee candidates. Among other things, the policy sets forth certain additional qualities and skills that, while not a prerequisite for nomination, are considered by the Nominating and Corporate Governance Committee when evaluating a particular trustee candidate. These additional qualities and skills include the following:

•

Whether the person possesses specific industry knowledge, expertise or contacts, including in the commercial real estate industry and has familiarity with the general issues affecting the Company’s business

•

The importance of a diversified Board membership, in terms both of the individuals involved and their various experiences and expertise

•

Whether the person would qualify as an “independent trustee” under the NYSE’s listing standards and our Corporate Governance Guidelines

The Nominating and Corporate Governance Committee will seek to identify trustee candidates based on input provided by a number of sources, including:

•

Other members of the Nominating and Corporate Governance Committee

•

Other members of the Board

•

Shareholders of the Company

The Nominating and Corporate Governance Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified trustee candidates, and has engaged a search firm in prior searches; however, we do not currently employ a search firm, or pay a fee to any other third party, to locate qualified trustee candidates.

As part of the candidate identification process, the Nominating and Corporate Governance Committee evaluates the skills, expertise and diversity possessed by the current Board, and whether there are additional skills, expertise or diversity that should be added to complement the composition of the existing Board. The Nominating and Corporate Governance Committee considers whether existing trustees have indicated a willingness to continue to serve as trustees if re-nominated. Once trustee candidates have been identified, the Nominating and Corporate Governance Committee will then evaluate each candidate in light of his or her qualifications and credentials, and any additional factors the Nominating and Corporate Governance Committee deems necessary or appropriate. Existing trustees who are being considered for re-nomination will be re-evaluated as part of the Nominating and Corporate Governance Committee’s process of recommending trustee candidates. All candidates submitted by shareholders will be evaluated in the same manner, provided that advance notice and other requirements set forth in our bylaws have been followed.

After completing the identification and evaluation process described above, the Nominating and Corporate Governance Committee recommends to the Board the nomination of candidates equal to the number of trustee positions to be filled at the Annual Meeting of Shareholders. The Board selects the Board’s trustee nominees for shareholders to consider and vote upon at the Annual Meeting of Shareholders.

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Board Refreshment

Our Board believes that a fully engaged Board is a strategic asset of the Company, and that knowledgeable and fresh viewpoints and perspectives are important for informed decision-making. The Board also believes appropriate tenure can facilitate trustees developing greater institutional knowledge and deeper insight into the Company’s operations across a variety of economic and competitive environments.

Prior to Board vacancies, the Board periodically evaluates whether it collectively has the right balance of skills, experience, attributes and diverse viewpoints necessary for it to drive shareholder value. The results of this evaluation help inform the Board of the desirable skills preferred for potential Board nominees and to screen trustee candidates.

As part of planning for Board refreshment and trustee succession, the practice of the Nominating and Corporate Governance Committee has been to periodically consider potential trustee candidates. As a result of this ongoing review, in the last six years the Board has appointed five new trustees.

With the Board’s recommended slate of nine nominees, the Board believes it has an appropriately balanced board and will continue to consider opportunities to strengthen the Board’s composition over time. As a group, the average tenure of the nominees for election to the Board is approximately seven years.

Board Diversity

Our Corporate Governance Guidelines list the various characteristics the Nominating and Corporate Governance Committee should consider in reviewing candidates for the Board. In addition to relevant business experience, qualifications, attributes, skills and willingness to devote sufficient time to the Board and its committees, our Corporate Governance Guidelines enumerate personal characteristics that should be considered, including reputation, high integrity, ability to exercise sound judgment and an adherence to the highest ethical standards.

In order to ensure the Board benefits from diverse perspectives, our Board and Nominating and Corporate Governance Committee seek qualified nominees from a variety of backgrounds, including candidates of age, gender and ethnic diversity. The Board and Nominating and Corporate Governance Committee consider our Board’s diversity as a strength. To that end, we evaluate such characteristics in concert with the business and

personal characteristics described above. The result is a slate of trustee nominees where 67% of our trustee nominees contribute to gender/ethnic diversity.

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Board Role and Responsibilities

Our Board of Trustees acts as the steward of the Company for the benefit of all shareholders. Our trustees exercise their business judgment in the best interests of the Company and its shareholders consistent with their legal duties. Our trustees also bring to the Board a wealth of business experience and a track record of excellent business judgment in various situations relevant to the Company’s operations. As further discussed below, our Board also prioritizes shareholder engagement and believes hearing and listening to shareholder perspectives firsthand is valuable for both management and the trustees of the Board.

The Board is committed to ensuring our overall business strategy is designed to create long-term value for our shareholders. By playing an active role in formulating, planning and overseeing the implementation of the Company’s strategy, the Board engages in a robust strategic planning process during which key elements of our business and financial plans, strategies and near- and long-term initiatives are developed and reviewed. This process includes a thorough review of the Company’s overall strategy, opportunities, challenges and capabilities with our senior management team. In

addition to business strategy, the Board reviews the Company’s short-term and long-term financial plans, which serve as the basis for the annual operating and capital plans for the upcoming year. The Board evaluates progress made, as well as related challenges and risks, with respect to our strategy and plans throughout the year.

Our Board has been actively engaged in overseeing the execution of the Company’s near-term strategic initiatives to increase shareholder value. These near-term priorities include:

(1)

Realizing ongoing operational synergies from the restructured portfolio and harvesting embedded value from the Company’s assets;

(2)

Recycling capital from the sale of non-core assets on a highly accretive basis to acquire high-quality properties located in high-growth markets;

(3)

Investing capital in the Company’s core assets and attractive growth markets to drive additional market share and growth through select renovations and brand conversions; and

(4)

Maintaining a low-levered and flexible balance sheet with a strong liquidity position.

The Board will continue to oversee and support actions to enhance value for all shareholders and be intensely engaged in the Company’s strategic direction and future.

Corporate Governance Profile

We have developed a corporate governance framework designed to ensure our Board has the authority and practices in place to review and evaluate our business operations and to make decisions independent of management. Our goal is to align the interests of trustees, management and shareholders, and comply with or exceed the requirements of the NYSE and applicable laws and regulations. This framework establishes the practices our Board follows with respect to, among other things, Board composition and member selection, Board meetings and involvement of

senior management, trustee compensation, CEO performance evaluation, management succession planning and Board committees. The Board is committed to seeking opportunities for improvements on an ongoing basis. On an annual basis, the Board updates our corporate governance framework based on shareholder feedback, results from the annual shareholders meeting, the Board and committees’ self-assessments, governance best practices and regulatory developments.

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Notable features of our corporate governance structure include the following:

CORPORATE GOVERNANCE OVERVIEW

•

Our Board is actively involved in the oversight of strategic and risk management issues, including issues related to ESG and cybersecurity

•

Our Board regularly evaluates its own practices and composition

•

Our Board prioritizes shareholder engagement and takes actions to strengthen the Company

•

Lead Independent Trustee

•

Annually elected Board, with a majority voting standard in uncontested elections

•

Plurality voting standard only applies if, as of the record date for an annual meeting, the number of trustee nominees exceeds the number of trustees to be elected

•

7 of our 9 trustees are independent under the listing standards of the NYSE and applicable SEC rules, including all members of our Board committees

•

Separate Chairman and CEO roles

•

We adopted amendments to our Declaration of Trust and bylaws to allow shareholders to amend our bylaws by a majority vote of the outstanding shares entitled to be cast on the matter

•

We have opted out of all of the Maryland business combination, control share acquisition and unsolicited takeover statutes, and in the future, we cannot opt back in to any of these provisions without shareholder approval

Although we have opted out of the Maryland unsolicited takeover statute, we note that, pursuant to provisions in our Declaration of Trust and bylaws, we currently:

•

Require, unless called by the Executive Chairman or Chairman of the Board, Chief Executive Officer, President or a majority of our trustees, the written request of shareholders entitled to cast not less than a majority of the votes entitled to be cast at a meeting to call a special meeting

•

Provide that trustees may only be removed for cause and then only by the affirmative vote of holders of at least two-thirds of the votes entitled to be cast in the election of trustees

•

Provide that the number of trustees may be determined by our Board and that our trustees may fill vacancies on our Board; shareholders accordingly do not have the authority to determine the number of trustees on our Board or to fill vacancies on the Board other than vacancies resulting from the removal of a trustee

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines which provide a flexible framework within which the Board, assisted by its committees, directs the affairs of the Company. The Corporate Governance Guidelines reflect the Board’s commitment to monitoring the effectiveness of decision-making at the Board and management level and ensuring adherence to good corporate governance principles, all with a goal of enhancing shareholder value over the long term. The Corporate Governance Guidelines address, among other things:

•

The responsibilities and qualifications of trustees, including trustee independence, the

responsibilities, composition and functioning of the Board committees, and the appointment and role of the lead trustee

•

Board refreshment and tenure

•

Principles of trustee compensation

•

Review of management succession

Our Corporate Governance Guidelines are reviewed annually by the Nominating and Corporate Governance Committee.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Code of Business Conduct and Ethics

Our Board has adopted and maintains a Code of Business Conduct and Ethics that applies to our officers (including our President and Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer), trustees and employees. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:

•

Honest and ethical conduct, including the honest and ethical handling of actual or potential conflicts of interest between personal and professional relationships

•

Compliance with applicable governmental laws, rules and regulations

•

Full, fair, accurate, timely and understandable disclosure in the reports we file with or submit to the SEC and/or in other public communications

•

Fair dealing with our customers, suppliers, consultants, competitors, employees and other persons with whom we interact

•

Prompt internal reporting of violations of the Code of Business Conduct and Ethics to appropriate persons

•

Accountability for adherence to the Code of Business Conduct and Ethics

Any waiver of, or amendments to, the Code of Business Conduct and Ethics that apply to our executive officers or trustees may be made only by the Nominating and Corporate Governance Committee or another committee of the Board comprised solely of independent trustees or a majority of our independent trustees. Any waivers will be disclosed promptly. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of the Code of Business Conduct and Ethics applicable to our President and Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer by posting such information on our website at www.rljlodgingtrust.com, under the section, “Investor Relations—Corporate Governance.”

Availability of Corporate Governance Materials

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Shareholders may view our corporate governance materials on our website at investor.rljlodgingtrust.com/corporate-governance. These documents are available in print to any shareholder who sends a written request to:

RLJ Lodging Trust
Attention: Investor Relations
3 Bethesda Metro Center
Suite 1000
Bethesda, Maryland 20814

Information at or connected to our website is not and should not be considered a part of this Proxy Statement.

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Board Leadership Structure

Separate Chairman and Chief Executive Officer Positions

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ROBERT L. JOHNSON

Founder and Executive Chairman
since the formation of the Company in 2011

Both Mr. Johnson and Ms. Hale are executive officers of the Company. The separation of the roles of Chairman and Chief Executive Officer allows Mr. Johnson and Ms. Hale both to have leadership roles on the executive management team, which our Board believes is important in light of their knowledge of the Company and extensive expertise in the lodging and hospitality industry.

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LESLIE D. HALE

Chief Executive Officer and President
since August 2018

Our Board continues to believe our current leadership structure, including separate positions of Executive Chairman and Chief Executive Officer, provides an effective leadership model for the Company which benefits from the distinct abilities and experience of both individuals and is a model of good corporate governance.

The Board also believes having an Executive Chairman is useful as it ensures that our Board leadership retains a close working relationship with management.

Lead Independent Trustee

Our Board believes that its governance structure ensures a strong, independent Board even though the Board does not have an independent Chairman. To strengthen the role of our independent trustees and encourage independent Board leadership, the Board also has established the position of lead independent trustee, which currently is held by Nathaniel A. Davis.

In accordance with our Corporate Governance Guidelines, the responsibilities of the lead independent trustee include, among others:

•

Serves as liaison between:

(i)

Management, including the President and Chief Executive Officer

(ii)

Our other independent trustees

(iii)

Interested third parties and the Board

•

Speaks regularly with our CEO and holds regular calls to discuss Board agenda items, discussion topics and other corporate governance issues

•

Presides at executive sessions of the independent trustees

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NATHANIEL A. DAVIS

Lead Independent Trustee
since July 2016

•

Serves as the focal point of communication to the Board regarding management plans and initiatives

•

Ensures the line between Board oversight and management operations is respected

•

Provides the medium for informal dialogue with and between independent trustees, allowing for free and open communication within that group

•

Serves as the communication conduit for third parties who wish to communicate with the Board

Our lead independent trustee will be selected on an annual basis by a majority of independent trustees then serving on the Board.

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Board Meetings and Committees

Board Meetings

		7
		Board meetings (including telephonic/videoconference meetings) held in 2021

		100%
		attendance at 2021 Annual Meeting of Shareholders by all trustees serving in 2021

		95%
		Board and applicable committee meeting attendance by all trustees serving in 2021

•

Trustees are expected to attend, in person, by telephone or via videoconference, all Board meetings and meetings of committees on which they serve.

•

Pursuant to our Corporate Governance Guidelines, trustees are expected to attend our Annual Meeting of Shareholders.

•

In addition, during 2021, management communicated regularly with the Board members informally outside of regular Board meetings, keeping the Board informed of the Company’s responses to the COVID-19 pandemic and providing periodic updates on Company matters, including the Company’s operating performance and human capital issues.

Board Committees

The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All members of the

committees described below are “independent” of the Company as that term is defined in the NYSE’s listing standards.

The table below provides membership information for each of the Board committees as of the date of this Proxy Statement:

Committee Memberships

Trustee

Independent

Audit

Compensation

Nominating and Corporate
Governance

Evan Bayh

Arthur R. Collins

Nathaniel A. Davis

Patricia L. Gibson

Robert M. La Forgia

Robert J. McCarthy

Glenda G. McNeal(1)

Robin Zeigler

Meetings in FY 2021*

Attendance at meetings

94%

100%

Committee Chair

Committee Member

Audit Committee Financial Expert

Including telephonic and video meetings

(1)

Ms. McNeal has determined not to stand for re-election and thus will retire from the Board as of immediately prior to the 2022 Annual Meeting.

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MEMBERS

•Robert M. La Forgia

•

Patricia L. Gibson

•

Robert J. McCarthy

•

Glenda G. McNeal(1)

•

Robin Zeigler

–

Our Board has determined that all
of the members of the Audit
Committee meet the requirements
of independence, experience,
financial literacy and expertise as
determined by our written charter,
the NYSE, the Sarbanes-Oxley
Act of 2002, the Securities
Exchange Act of 1934, as
amended (the “Exchange Act”),
and applicable SEC rules and
regulations.

–

Our Board also has determined
that Mr. La Forgia is an “audit
committee financial expert,” as
defined by the applicable SEC
regulations and NYSE corporate
governance listing standards.

–

Each member has accounting or
related financial management
expertise.

AUDIT COMMITTEE CHARTER

The Audit Committee charter is
available on our website at:
investor.rljlodgingtrust.com/
corporate-governance.

REPORT OF THE AUDIT
COMMITTEE

The Audit Committee Report is on
page 38 of this proxy statement.

(1) As Ms. McNeal will retire from the
Board effective as of immediately prior
to the 2022 Annual Meeting, she will
cease to be a member of the Audit
Committee at that time.

AUDIT COMMITTEE

Meetings in
FY 2021

ALL MEMBERS ARE INDEPENDENT

PRIMARY RESPONSIBILITIES

The principal functions of our Audit Committee include oversight related to:

•

Our accounting and financial reporting processes

•

The integrity of our consolidated financial statements and financial reporting process

•

Our systems of disclosure controls and procedures and internal control over financial reporting

•

The risks related to cybersecurity and information technology

•

Our compliance with financial, legal and regulatory requirements

•

The review of all related party transactions in accordance with our related party transactions policy

•

The evaluation of the qualifications, independence and performance of our independent registered public accounting firm

•

The performance of our internal audit function

•

Our overall risk profile

Our Audit Committee is also responsible for:

•

Engaging an independent registered public accounting firm

•

Reviewing with the independent registered public accounting firm the plans and results of the audit engagement

•

Approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services

•

Reviewing the independence of the independent registered public accounting firm

•

Considering the range of audit and non-audit fees

•

Reviewing the adequacy of our internal accounting controls

Our Audit Committee also prepares the audit committee report required by SEC regulations to be included in our annual Proxy Statement.

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MEMBERS

•Nathaniel A. Davis

•

Evan Bayh

•

Arthur R. Collins

COMPENSATION COMMITTEE
CHARTER

The Compensation Committee charter
is available on our website at:
investor.rljlodgingtrust.com/
corporate-governance.

COMPENSATION COMMITTEE
REPORT

The Compensation Committee Report
is on page 59 of this proxy statement.

COMPENSATION COMMITTEE

Meetings in
FY 2021

ALL MEMBERS ARE INDEPENDENT

PRIMARY RESPONSIBILITIES

The principal functions of our Compensation Committee include:

•

Reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration of our Chief Executive Officer based on such evaluation

•

Reviewing and approving the compensation of other executive officers

•

Reviewing our executive compensation policies and plans

•

Implementing and administering our incentive and equity-based compensation plans

•

Determining the number of restricted share awards to be granted to trustees, executive officers and other employees pursuant to these plans

•

Assisting management in complying with our Proxy Statement and annual report disclosure requirements

•

Producing a report on executive compensation to be included in our annual Proxy Statement

•

Reviewing, evaluating and recommending changes, if appropriate, to the remuneration for trustees

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee of the Board of Trustees are Nathaniel A. Davis, Evan Bayh and Arthur R. Collins, each of whom is an independent trustee. None of our executive officers served as a member of the board of directors or compensation

committee of any entity that has one or more executive officers serving as a member of our Board of Trustees or the Compensation Committee. Accordingly, during 2021 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.

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MEMBERS

•Evan Bayh

•

Arthur R. Collins

•

Nathaniel A. Davis

•

Patricia Gibson

•

Robert M. La Forgia

•

Robert J. McCarthy

•

Glenda G. McNeal(1)

•

Robin Zeigler

NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
CHARTER

The Nominating and Corporate
Governance Committee charter is
available on our website at:
investor.rljlodgingtrust.com/
corporate-governance.

(1) As Ms. McNeal will retire from the
Board effective as of immediately prior
to the 2022 Annual Meeting, she will
cease to be a member of the
Nominating and Corporate
Governance Committee at that time.

NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE

Meetings in
FY 2021

ALL MEMBERS ARE INDEPENDENT

PRIMARY RESPONSIBILITIES

The principal functions of our Nominating and Corporate Governance Committee include:

•

Overseeing the Board’s governance processes, including ESG matters, policies and programs as they relate to the Company. This includes working with the CEO and the Company’s internal ESG Committee to identify and address any ESG issues and risks

•

Identifying and recommending to the Board qualified trustee candidates for election and recommending nominees for election as trustees at the annual meeting of shareholders

•

Recommending to our Board nominees for each committee of our Board

•

Implementing and monitoring our Corporate Governance Guidelines

•

Reviewing and making recommendations on matters involving the general operation of our Board, including board and committee size and composition

•

Facilitating the annual assessment of our Board’s performance as a whole and of the individual trustees as required by applicable law, regulations and the NYSE corporate governance listing standards

•

Overseeing the Board’s evaluation of management

Executive Sessions of Non-Management Trustees

In order to promote open discussion among non-management trustees, our Board devotes a portion of each regularly scheduled Board and committee meeting to executive sessions without management participation. This practice is in accordance with our Corporate Governance Guidelines and the NYSE listing standards. In addition, our Corporate Governance Guidelines

provide that if the group of non-management trustees includes trustees who are not independent, as defined in the NYSE’s listing standards, at least one such executive session convened per year shall include only independent trustees. The lead independent trustee presides at these sessions.

Communications with the Board
Shareholders and other interested parties may communicate with the Board by sending written correspondence to:		The Corporate Secretary will then direct such correspondence to the lead independent trustee. The lead trustee will decide what action should be taken with respect to the communication, including whether the communication should be reported to the full Board.
	Lead Independent Trustee RLJ Lodging Trust c/o Corporate Secretary 3 Bethesda Metro Center Suite 1000 Bethesda, Maryland 20814

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Board Oversight of Risk Management

One of our Board’s most important roles is to oversee various risks that we may face from time to time. During 2021, the Board continued to focus on the risks presented by the COVID-19 pandemic, including with respect to human capital matters at the corporate and property level, and met formally and informally with management to review and discuss these risks.

The Board and its committees assess whether management has an appropriate framework to manage risks and whether that framework is operating effectively. On a regular basis, the Board and its committees engage with management on risk as part of broad

strategic and operational discussions which encompass interrelated risks, as well as on a risk-by-risk basis. The Board executes its oversight responsibility directly and through its committees, who regularly report back to the Board. Each committee has a charter describing its specific responsibilities, which are summarized below. The Board exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees. We believe the Board’s leadership structure, supermajority of independent trustees, and allocation of oversight responsibilities to appropriate committees, provides effective board-level risk oversight.

Our Board uses its committees to assist in its risk oversight function as follows:

					AUDIT COMMITTEE
		Audit Committee responsibilities include, among others: • Oversight relating to the integrity of our financial statements and financial reporting process • Compliance with financial, legal and regulatory requirements • The performance of our internal audit function • Our overall risk profile • Oversight of risks related to cybersecurity and information technology

					COMPENSATION COMMITTEEE
		Compensation Committee responsibilities include, among others: • Oversight of risks related to our compensation practices and plans to ensure that such practices and plans: (i) Are designed with an appropriate balance of risk and reward in relation to our overall business strategy (ii) Do not encourage excessive or unnecessary risk-taking behavior • Oversight of programs related to human capital, including our diversity and inclusion initiatives, labor policies and maintenance of a strong and positive culture

					NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
		Nominating and Corporate Governance Committee responsibilities include, among others: • Oversight of the general operations of the Board • The Company’s compliance with our Corporate Governance Guidelines and applicable laws and regulations, including applicable rules of the NYSE • Corporate governance-related risk • Oversight of the Company’s ESG initiatives, including as related to Board diversity, sustainability and climate change

The Board believes the composition of its committees, and the distribution of the particular expertise of committee members, makes this an appropriate structure to effectively monitor the risks discussed above.

As it relates to ESG matters, the entire Board has a role in overseeing broad ESG risks and opportunities as they relate to the execution of the Company’s long-term strategy. Consistent with this responsibility, the Board has delegated to the Nominating and Corporate Governance Committee oversight of the Company’s ESG matters and related risks. The Board and relevant committees receive routine reports from across the Company’s management team on salient ESG-related risks and initiatives.

Due to their executive management positions, Mr. Johnson and Ms. Hale frequently communicate with other members of our management and periodically update the Board on the important aspects of the Company’s day-to-day operations. The Board also receives periodic updates from members of senior management regarding financial risks, legal and regulatory developments, and policies and mitigation plans intended to address the related financial and legal risks.

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Cybersecurity

The Company is committed to properly addressing the cybersecurity threats we face. Our Audit Committee oversees risks related to information technology (“IT”). Management reports at least annually to the Audit Committee regarding cybersecurity risks and mitigation strategies. Two Board members have information security experience from their professional experience, and we consider each member of our Audit Committee to possess information security experience by way of their oversight responsibilities over this area.

We apply a comprehensive approach to the mitigation of cybersecurity risks. The Company maintains a dedicated IT Committee to oversee our cybersecurity program. We have established policies, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of risk monitoring and mitigation techniques. The Company employs various techniques to reduce cybersecurity risks, including continuous monitoring, early detection tools with empowered resources, proactive vulnerability management, and remediation. Our information security policies are modeled against the National Institute of Standards and Technology’s Cybersecurity Standards and we incorporate concepts from the Zero Trust Framework. The Company’s IT internal controls are audited by our external auditor as part of our Sarbanes-Oxley compliance activities. This process includes assessing the design and operating effectiveness of those controls.

We conduct an annual information security compliance training for all employees, which enables them to detect and report malware, ransomware, and other malicious

software and social engineering attempts that may compromise the Company’s IT systems. Employees also are subject to spear-phishing training campaigns, which allow the Company to assess the effectiveness of its training programs.

In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyber-attack, we have established well-defined response procedures to effectively address any cyber threat that may occur despite these safeguards. We believe our cybersecurity incident response plan will help ensure timely, consistent and compliant responses to actual or attempted data incidents impacting the Company. Given the ever-changing cybersecurity landscape, our IT Committee meets monthly to identify opportunities for incremental improvements, assess additional layers of security, and evaluate new technologies for implementation. We also routinely review and benchmark our information security policies against our peers through regular participation in information security focused round tables. In addition, the Company engages, as necessary, cybersecurity experts to analyze the Company’s IT policies, procedures, and infrastructure to assess their effectiveness and to identify opportunities for improvement.

To our knowledge, we have not experienced any material information security breaches in the last three years and, as such, have not spent any material amount of capital during this period on addressing information security breaches or paid any material expenses from penalties and settlements related to a material breach.

Shareholder Engagement

Our Board is committed to being a responsible and responsive steward of shareholder capital, deeply engaged in the Company’s strategic direction and performance. To that end, building and maintaining long-term relationships with our shareholders is a core goal of the Company, and there is no higher priority than earning and keeping the trust of our shareholders as we build value for the long-term.

Effective corporate governance includes regular constructive conversations with our shareholders to proactively seek shareholder insights and to answer shareholder inquiries. We strive to maintain an active dialogue with shareholders to ensure a diversity of perspectives is thoughtfully considered on issues including strategy, business performance, risk, culture and workplace topics, compensation practices, and ESG issues. Ms. Hale, Sean Mahoney, our Chief Financial Officer and Thomas Bardenett, our Executive Vice President of Asset Management, engage regularly with shareholders and provide a summary of all relevant feedback to our Board. In addition, Nikhil Bhalla, our Treasurer and Senior Vice President, Finance, along with

the Investor Relations group, connects with our shareholders throughout the year, frequently along with Ms. Hale and/or Mr. Mahoney.

Our lead independent trustee and other independent trustees, as schedules have permitted, have also participated in shareholder meetings. Both management and the Board believe engaging with our shareholders is a year-round priority, not simply a box to check as we near our Annual Meeting. Our Board and management regularly consider shareholder perspectives and input in making determinations with respect to the Company.

In 2021, we sought broader, deeper engagement with our shareholders, particularly to understand their perspectives on our ESG progress and plans for further enhancements. Over the course of the year, we were actively engaged with a significant number of our shareholders. Among the topics we discussed were:

•

Periodic operating updates, including the post-COVID recovery of lodging fundamentals

•

Progress on the execution of the Company’s long-term strategic initiatives

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•

ESG progress, strategy and reporting, including potential future enhancements to our reporting approach

•

Our approach to governance and Board refreshment

•

Executive compensation practices, including program enhancements to encourage retention and incentivize our talented and diverse management team for the long term

We appreciated and valued the conversations and feedback we received, and look forward to continuing the dialogue in 2022.

Finally, each year the Board updates our corporate governance framework based on a number of inputs, including shareholder feedback and benchmarking against our peers. To communicate broadly with our shareholders, we also seek to share ESG information relevant to our shareholders through our Investor Relations website, our Annual Report, and this Proxy Statement.

Environmental, Social and Governance Matters

We recognize the importance of ESG matters in risk mitigation and in creating and sustaining long-term shareholder value. Given our long-lasting commitment to our shareholders, we have invested heavily in our properties to ensure that operations are conducted in an environmentally friendly and socially responsible manner.

In 2021, the Company launched its inaugural ESG effort and established a series of sustainability objectives as part of our corporate responsibility strategy and made progress on each of the areas of environment, social and governance. These included:

•

Environmental: We disclosed historical environmental usage for 2017- 2019 across water, energy and greenhouse gas (GHG). The results showed that our metrics improved over that period.

•

Social: We disclosed employee/board diversity metrics and provided details on historical charitable contributions and volunteer engagements. We continued our charitable initiatives in 2021.

•

Governance: We formalized our policies (Environmental, Labor and Human Rights, and Vendor Code of Conduct), enhanced our disclosures in alignment with Global Reporting Initiative (“GRI”) and launched corporate responsibility external communications.

To report on our progress and to ensure accountability and transparency for our stakeholders, we will provide annual updates to our ESG disclosures, which are aligned with the GRI.

In 2022, we are focused on aligning our disclosures with other prominent frameworks, including the SASB and the Task Force on Climate-Related Financial Disclosure. Demonstrating the role that the Board plays in overseeing ESG, the Company’s Nominating Committee and Corporate Governance Committee has been entrusted with oversight of the Company’s ESG Committee. Consisting of representatives from various Company departments, the ESG Committee will meet regularly to review and assess the Company’s ESG progress and will report up to our Board quarterly through the CEO. During the year, we also will continue our outreach to investors on our ESG initiatives.

With respect to other aspects of ESG, we are committed to partnering with our third-party management companies to improve our data collection for all utilities, including waste, and identify environmental risks and opportunities across the portfolio during the year. We also are seeking energy STAR certification for all our properties. In connection with the social component of ESG, we aim to continue to enhance our social and diversity metrics. We also intend to develop and enhance case studies that demonstrate our commitment to environmental and social best practices and present them as part of our inaugural sustainability report later in the year.

Environmental Oversight

We own premium branded, high margin focused-service and compact full-service hotels and related real estate, generally under the Marriott International, Hilton Hotels and Hyatt Hotels brands. From an environmental perspective, not only are we are concerned about the impact of the renovation and operation of our hotels on the environment but also the effect of a changing climate on our properties. We have implemented programs to reduce energy and water consumption at our hotels. Moving forward, we intend to comprehensively analyze and disclose our sustainability performance indicators (including energy, water, waste and greenhouse gas emissions) and build upon our initial efforts. We are committed to reducing the prospect of long-term environmental damage and, where economically reasonable, we aggressively seek opportunities to do so. Our efforts include:

•

Energy-efficient lighting

•

Water Conservation

•

Building Energy Management Systems

•

Guest Room Energy Management Systems

•

Upgrades to Building HVAC Systems

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Diversity and Inclusion

	We have a long-standing commitment to diversity and inclusion. Our Board of Trustees is diverse: 33% of the members are women, and 56% are minorities, including our President and Chief Executive Officer. Additionally, at year-end 2021, 52% of our employees were racially diverse, and 56% of our employees were women. We are proud that our organization is governed and propelled by such a diverse group of individuals, which we believe contributes to our Company’s success now and in the long-term. Our senior leadership team has introduced various initiatives to ensure that our Company remains inclusive and supportive for all, including: • Conducting regular training on “Creating a Respectful Workplace,” which focuses on unconscious bias, discrimination and harassment • Actively recruiting a diverse group of candidates for our internship and junior level positions, with special outreach to Historically Black Colleges and Universities, Hispanic-serving Institutions and other educational institutions focused on minority populations
	• Requiring a diverse slate of candidates for all job vacancies, including senior leadership positions
	• Creating programs to address issues important to our associates, such as responding to the discrimination and violence directed towards the Asian American Pacific Islander community

					Governance
		We are committed to strong corporate governance and to building upon on our current robust practices. Over the past year, we have made the significant enhancements to our corporate governance processes, including the following: • The Board of Trustees formalized the Nominating and Corporate Governance Committee’s oversight of ESG matters and established an internal ESG Committee reporting up to the Nominating and Corporate Governance Committee through the CEO • Expanded the Audit Committee’s role in overseeing corporate risk, especially as it relates to cybersecurity • Regular management reporting to the Nominating and Corporate Governance Committee on human capital issues, including as they relate to return to work processes, recruitment and succession planning

					Corporate Citizenship
		The Company takes seriously its responsibility to strengthen the communities in which we operate. We are always focused on adding real value to our community. Our corporate programs are especially focused on benefiting the underserved children and young people of the Washington, D.C. area and those in need, including: • The Boys and Girls Club • Generation Hope (supporting teen parents to obtain college degrees) • Global Scholars Foundation (supporting college readiness, financial literacy, cultural education and travel experience for Washington, D.C. high school students) • Habitat for Humanity of Maryland (assisting with home ownership for low income residents) • San Miguel School of Washington, D.C. (an independent, tuition-free Catholic middle school educating boys in grades 6-8 from the District of Columbia and surrounding communities that supports its graduates through high school)

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•

In addition to our work in the Washington, D.C. area, we look for opportunities to help the communities in which our hotels are located. Most recently, following Hurricane Ida, the Company partnered with the Jericho Road Episcopal Housing Initiative in New Orleans to assist with housing and other needs following the hurricane. Jericho Road is a New Orleans neighborhood-based nonprofit homebuilder that

provides families with healthy and energy-efficient affordable housing opportunities. The organization partners with neighborhood residents, organizations and businesses to create and maintain stable and successful communities. In this case, both the Company and individual associates contributed financially to assist the organization in addressing immediate community needs following the hurricane.

				RLJ maintains an updated website devoted to the Company’s ongoing ESG initiatives, which can be accessed at: http://rljlodgingtrust.com/jobpdfs/EnvirCorpSocialResGovPolicy.pdf.

Trustee Compensation

The members of our Board who are also our employees do not receive additional compensation for their services on the Board. During the fiscal year ended December 31, 2021, annual compensation for non-employee trustees was based on the following schedule:

Board of Trustees Role	Annual Retainer ($)		Annual Share Award ($)
Board Trustee		75,000		110,000
Lead Trustee		30,000
Committee Chairs
• Audit Committee		20,000
• Compensation Committee		20,000
• Nominating and Corporate Governance Committee		15,000
Committee Membership
• Audit Committee		10,000
• Compensation Committee		10,000
• Nominating and Corporate Governance		7,500

Each non-employee trustee receives the annual base retainer for his or her services in cash (or, as discussed below, in common shares) in quarterly installments paid in arrears in conjunction with quarterly Board meetings. In addition to the annual retainers, each non-employee trustee will receive an annual equity award of restricted shares with an aggregate value of $110,000, which will vest ratably on the first four quarterly anniversaries of the date of grant, subject to the trustee’s continued service on our Board. We also reimburse each of our trustees for his or her travel expenses incurred in connection with his or her attendance at full Board and committee meetings.

Our non-employee trustees may elect to receive all or a portion of any annual cash retainer (including cash retainers for service as a chairperson of any committee or for service as lead trustee) in the form of common

shares. During 2021, none of the trustees elected to receive their cash retainer in Company common shares.

In addition, each of our non-employee trustees is entitled to receive an annual allowance of $3,000 for use at the Company’s hotels in each calendar year. If a non-employee trustee does not use the allowance in that calendar year, the allowance is forfeited. In 2021, two Company trustees utilized the trustee hotel allowance.

The following table provides information on the compensation of our non-employee trustees for the fiscal year ended December 31, 2021.

Mr. Johnson and Ms. Hale received no separate compensation for their service as trustees of the Company. For information related to the compensation of Mr. Johnson and Ms. Hale, please refer to “Compensation of Executive Officers—Summary Compensation Table.”

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Trustee Compensation Table

The following table sets forth the compensation paid to each individual who served as a non-employee member of our Board in 2021. Ms. Zeigler did not join the Board until February 2022 and, as a result, is not reflected below.

Non-Employee Trustee	Fees Earned or Paid in Cash ($)		Share Awards(1) ($)		All Other Compensation ($)		Total ($)
Evan Bayh		100,000		109,994(2)		208(3)		210,202
Arthur R. Collins		92,500		109,994(2)		208(3)		202,702
Nathaniel A. Davis		132,500		109,994(2)		208(3)		242,702
Patricia L. Gibson		92,500		109,994(2)		1,913(4)		204,407
Robert M. La Forgia		102,500		109,994(2)		208(3)		212,702
Robert McCarthy		92,500		109,994(2)		208(3)		202,702
Glenda G. McNeal(5)		92,500		109,994(2)		2,885(4)		205,379

(1)

With respect to each award, the grant date fair value is equal to the market value of the Company’s common shares on the date of the award multiplied by the number of shares awarded.

(2)

Represents the aggregate 2021 grant date fair value of 6,815 restricted common shares issued to each of our non-employee trustees for service on the Board. The restricted common shares vest ratably on the first four quarterly anniversaries of the date of grant.

(3)

Represents $208 in dividends paid on unvested restricted common shares granted to our non-employee trustees.

(4)

Includes for Ms. Gibson and Ms. McNeal (i) the dividends paid on unvested restricted shares of $208 and (ii) $1,705 and $2,677, respectively, for their stays in Company hotels pursuant to their use of the $3,000 annual trustee hotel allowance.

(5)

Ms. McNeal has determined not to stand for re-election and thus will retire from the Board as of immediately prior to the 2022 Annual Meeting.

Share Ownership Guidelines for Trustees

We believe that equity ownership by our trustees and officers ensures alignment of their interests with our shareholder’ interests. To that end, we have adopted formal share ownership guidelines applicable to all of our trustees and officers. On an annual basis, we report ownership status to our Compensation Committee and failure to satisfy the ownership levels, or show sustained progress toward meeting them, may result in payment to both trustees and officers of future compensation in the form of equity rather than cash.

With respect to our trustees, our share ownership guidelines require share ownership by our trustees of three times the annual cash retainer.

				Share Ownership Requirements
	Non-Employee Trustee						3x annual cash retainer

Trustees must comply with the ownership requirement within five years of becoming a member of the Board and are required to hold shares at this level while serving as a trustee.

As of December 31, 2021, each of the trustees’ individual holdings of Company shares exceeded the applicable multiple set forth in the share ownership guidelines.

For additional information on trustee share ownership, see the table of “Principal Shareholders” on page 73.

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AUDIT MATTERS

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of our Board, which is composed entirely of independent trustees, has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. After careful consideration of the matter and in recognition of the importance of this matter to our shareholders, the Board has determined that it is in the best interests of the Company and our shareholders

the ratification by our shareholders of our Audit Committee’s selection of our independent registered public accounting firm. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Vote Required and Recommendation

The affirmative vote of the holders of a majority of all the votes cast at the Annual Meeting with respect to the matter is necessary for the approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. For purposes of approving Proposal 2, abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of PricewaterhouseCoopers LLP as our

independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine such a change would be in our and our shareholders’ best interests. In the event that the appointment of PricewaterhouseCoopers LLP is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm but will not be required to appoint a different firm.

Our Board of Trustees unanimously recommends a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2022.

Auditor Fees

Our consolidated financial statements for the year ended December 31, 2021 have been audited by PricewaterhouseCoopers LLP, which served as our independent registered public accounting firm for that year. The following summarizes the fees billed by PricewaterhouseCoopers LLP for services performed for the years ended December 31, 2021 and 2020:

	Year Ended December 31,
PwC Fees	2021 ($)		2020 ($)
Audit fees(1)		1,710,646		1,508,694
Audit-related fees		—		—
Tax fees(2)		353,383		343,779
All other fees		—		—
Total		2,064,029		1,852,473

(1)

Audit fees for 2021 and 2020 include fees for services rendered for the audit of our consolidated financial statements and the report on the effectiveness of internal control over financial reporting as required by the Sarbanes-Oxley Act, the review of the consolidated financial statements included in our quarterly reports on Form 10-Q and other services related to SEC matters.

(2)

Tax fees for 2021 and 2020 include fees for preparation of tax returns, general tax consulting and compliance with U.S. federal income tax laws applicable to REITs.

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AUDIT MATTERS

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any permitted non-audit service to the Company. The Audit Committee has delegated authority to its chairperson to pre-approve engagements for the performance of audit and non-audit services, for which the estimated cost for such services

shall not exceed $100,000 in the aggregate in any calendar year. The chairperson must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement. If the Audit Committee reviews and ratifies any engagement that was pre-approved by the chairperson of the Audit Committee, then the fees payable in connection with the engagement will not count against the $100,000 aggregate annual fee limit.

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AUDIT MATTERS

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EXECUTIVE OFFICERS

The following table sets forth information concerning our executive officers. Ages are as of March 31, 2022. Executive officers are elected annually by our Board and serve at the Board’s discretion.


		ROBERT L. JOHNSON
		Founder and Executive Chairman of the Board since the formation of the Company in 2011 Age 75
		See Mr. Johnson’s biography on page 11 of this proxy statement.


		LESLIE D. HALE
		President, Chief Executive Officer and Trustee since August 2018 Age 49
		See Ms. Hale’s biography on page 12 of this proxy statement.


		SEAN M. MAHONEY
		Executive Vice President and Chief Financial Officer since August 2018 Age 51
		CAREER HIGHLIGHTS DiamondRock Hospitality Company (NYSE: DRH) • Executive Vice President, Chief Financial Officer and Treasurer (2008 - 2018) • Senior Vice President, Chief Accounting Officer and Corporate Controller (2004 - 2008) Ernst & Young LLP • Senior Manager KPMG, LLP • Audit Director, Dublin, Ireland practice (2002 - 2003) Arthur Andersen LLP • Auditor (1993 - 2001) EDUCATION • Former Certified Public Accountant • B.S., Accounting, Syracuse University (1993)

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EXECUTIVE COMPENSATION

Proposal 3—Non-Binding Vote to Approve Named Executive Officer Compensation

We are providing our shareholders an annual opportunity to indicate whether they support our compensation program for our named executive officers as described in this Proxy Statement by voting for or against the resolution set forth below. This vote, which is required by Section 14A of the Exchange Act and is commonly referred to as “Say-On-Pay,” is not intended to address any specific item of compensation, but instead relates to the Compensation Discussion and Analysis, the tabular disclosures regarding named executive officer compensation and the narrative disclosure accompanying the tabular presentation. We believe that it is appropriate to seek the views of shareholders on the design and effectiveness of our executive compensation program. Although the vote on this resolution is advisory in nature and, therefore, will not bind us to take any particular action, our Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders in their vote and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers. Our current policy is to provide our shareholders with an opportunity to approve the compensation of our named executive officers each year at the annual meeting of shareholders. It is expected that the next advisory (non-binding) vote to approve executive compensation will be held at the 2023 annual meeting of shareholders.

We believe our executive compensation policies and procedures are centered on pay-for-performance principles and are closely aligned with the long-term interests of our shareholders. As described under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract and retain outstanding executives, to reward them for superior performance and to ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and shareholders by tying a substantial portion of our executives’ total compensation to performance measures that align long-term shareholder value and leadership actions that are expected to position our Company for long-term success.

For the reasons discussed above, we believe our compensation program for our named executive officers is instrumental in helping us achieve our operational and financial goals. Accordingly, we believe that our compensation program should be endorsed by our shareholders, and we are asking our shareholders to vote FOR the following resolution:

“RESOLVED, that the shareholders hereby approve the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative executive compensation disclosure contained in this Proxy Statement.”

Vote Required and Recommendation

The affirmative vote of a majority of the votes cast at the Annual Meeting with respect to the matter is required to endorse (on a non-binding advisory basis) the compensation of the Company’s named executive

officers. For purposes of the vote on this proposal, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.

Our Board of Trustees unanimously recommends a vote FOR the resolution approving on a non-binding advisory basis the compensation of the Company’s named executive officers.

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EXECUTIVE COMPENSATION

Executive Compensation Table of Contents

	41			COMPENSATION DISCUSSION AND ANALYSIS
	41			I. 2021 Named Executive Officers
	42			II. Executive Compensation Program Highlights
	42			III. 2021 Business Highlights and Accomplishments
	43			IV. Say-on-Pay Vote and Shareholder Engagement
	44			V. Philosophy and Objectives of Our Compensation Program
	46			VI. 2021 Compensation Snapshot—Approved Values
	49			VII. Components of Executive Officer Compensation
	55			VIII. Status of Outstanding Multi-Year Performance Equity Awards
	55			IX. Compensation Review Process
	57			X. Compensation Governance Practices and Policies
	57			XI. Company Policies and Other Matters

	59			COMPENSATION COMMITTEE REPORT

	59			COMPENSATION TABLES AND RELATED INFORMATION
	60			Summary Compensation Table
	63			Grants of Plan-Based Awards