tm231854-1_nonfiling - none - 24.9844925s
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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2023
RLJ Lodging Trust
Notice of Annual Meeting of Shareholders
and Proxy Statement
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Friday, April 28, 2023
12:30 p.m. Eastern Time
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The meeting will be held in a
virtual-only format through a live
webcast
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Zachari Dunes on Mandalay Beach, Curio Collection by Hilton | Oxnard, CA

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Portfolio Summary
as of December 31, 2022
23
STATES AND THE DISTRICT OF COLUMBIA
96
HOTELS
21,200
ROOMS
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Our business is founded on our relationships with 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, rooms-oriented, high-margin, focused-service, and compact full-service hotels located within heart of demand locations.
We own a geographically diversified portfolio of hotels located in 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 risk-adjusted 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 participate in the 2023 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 28, 2023, at 12:30 p.m. Eastern Time. You will be able to participate in 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 eight years with five of nine nominees being new to the Board since 2016.
The accompanying Notice of Annual Meeting, the 2023 Proxy Statement, and our 2022 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 participate in the virtual 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.
Sincerely,
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Leslie D. Hale
President and Chief
Executive Officer
Robert L. Johnson
Executive Chairman
March 30, 2023

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 innovative spirit and commitment to operational excellence in this organization as demonstrated by the Company not only successfully navigating one of the most disruptive periods our industry has ever experienced, but also positioning RLJ for capturing the recovery. During 2022, the Company entered the high-growth Nashville market by acquiring a high-quality asset and launched three transformative conversions, which position the Company to drive growth throughout the lodging cycle. We also reached out to and engaged with our largest shareholders in an ongoing effort to hear and understand their perspectives on a variety of topics. Additional detail on this can be found under “Engaging With Our Shareholders” below.
As a result of our 2022 execution, I believe the Company is well-positioned to continue to excel in navigating ongoing market volatility and generating long-term value for our shareholders.
Business Highlights
Key segments of lodging demand such as leisure, business and group travel continued to rebound in 2022, though the rebound was moderated by the impact of COVID-19 variants in the first quarter, wide-spread recessionary fears, rising interest rates and the Russian invasion of Ukraine, which introduced global uncertainty and helped fuel inflation worldwide. Nevertheless, our high-quality urban portfolio captured the ongoing recovery by continuing to close the gap to 2019 levels and our management team continued to execute its strategy, including:

Further Enhancing Our Portfolio Quality. In 2022, we continued to advance on our objectives of entering new long-term growth markets and acquiring high-quality assets that increase our exposure to the “lifestyle” segment in urban markets. Last year, we purchased the 21c Hotel in Nashville, building on our acquisition of three high-quality, young assets in the high-growth markets of Midtown Atlanta, Boston and Denver in the prior year. In addition, we sold two non-core assets for $50 million.

Promoting Internal Growth. We successfully launched the conversions of the Mandalay Beach, Charleston and Santa Monica hotels in 2022. These conversions are expected to
outperform the Company’s original underwriting. We also restructured many of our third-party operating agreements and implemented revenue-enhancing initiatives, such as parking initiatives, which are projected to improve the Company’s margins.

Strengthening Our Balance Sheet and Enhancing Shareholder Returns. The Company lowered its cost of debt by exiting COVID-related restrictions under its revolving credit facility and term loans and addressing all of its upcoming 2023 maturities. We also took advantage of the market dislocation to opportunistically repurchase $57.6 million of our common shares. In addition, we increased our dividend to $0.05 per common share from $0.01 per common share, further enhancing return of capital to shareholders.
These strategic successes were underpinned by the continued dedication of our executive leadership team and associates across the organization.
Engaging With Our Shareholders
An ongoing dialogue with our shareholders is of the utmost importance to RLJ. In 2022, we refined and intensified our engagement efforts with our shareholders, including soliciting their feedback on our executive compensation program. We reached out to shareholders constituting 61% of our outstanding shares, and ultimately connected with those representing nearly half of our outstanding shares. In addition to their viewpoints on executive compensation, we were particularly interested in their feedback on Environmental, Social and Governance (“ESG”) topics. Among the themes we discussed were:

Updates on the Company’s operating environment

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

Executive compensation strategy and practices relating to our 2022 Say-on-Pay vote, including the Compensation Committee’s firm commitment to not make any one-time awards to RLJ’s named executive officers in the absence of extraordinary circumstances

Our approach to governance and Board refreshment

MESSAGE FROM OUR LEAD INDEPENDENT TRUSTEE

ESG progress, strategy and reporting, including potential future enhancements to our reporting approach
We appreciated and valued these conversations with our shareholders and the feedback we received and look forward to continuing the dialogue in 2023.
Further ESG Progress
ESG principles have long been embedded in RLJ’s corporate identity. Not only have we remained steadfast in our commitment to ESG matters, but we are also delivering on our obligation to broaden our sustainability objectives, enhance our ESG disclosures and set measurable goals for us to achieve in the future. In 2022, we continued to build on that legacy through new and exciting initiatives:

Inaugural Corporate Sustainability Report. We published our inaugural Corporate Sustainability Report in early January 2023, which highlights our ESG initiatives, progress and priorities, especially those impacting environmental sustainability, diversity, equity and inclusion, and governance and oversight. The report includes enhanced ESG disclosures in line with the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-Related Financial Disclosure (“TCFD”).

Addressing Our Environmental Impact. We firmly believe that the sustainability of our business and overall profitability is linked to sound environmental stewardship. The Company
is committed to reducing the prospect of its long-term environmental impact and seeks opportunities to do so. For example, we have set an initial goal to reduce our carbon emissions by 35% by 2030 from a baseline of 2019.

Nurturing Our Talented and Diverse Workforce. More than half of our associates identify as ethnically diverse, and women comprise more than half of our employees. We firmly believe that a diverse workforce will allow us to better manage our hotels and support inclusivity more widely in the lodging industry.

Continued Dedication to Leading Governance Practices. Our Board members take seriously their responsibility for oversight, governance, risk assessment and review, compliance, reporting and ensuring the highest level of ethical behavior throughout the Company. In 2022, I was especially pleased with the enhancement of Board oversight of ESG matters, with the Nominating and Corporate Governance Committee taking responsibility for working with our CEO and internal ESG committee to review and manage ESG initiatives.
Looking Ahead
RLJ’s performance in 2022 is clear evidence that our long-term strategy as executed by our management team and Board is working. As we continue to execute our strategy and expand our ESG efforts, we are excited for the future that 2023 and beyond brings. We thank you again for your continued investment in RLJ.
Sincerely,
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Nathaniel A. Davis
Lead Independent
Trustee
March 30, 2023

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS | APRIL 28, 2023
NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Shareholders of RLJ Lodging Trust will be held:
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WHEN
Friday, April 28, 2023 12:30 p.m. Eastern Time
   
   
   
   
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WHERE
The meeting will be held in a virtual-only format through a live webcast; you will be able to participate by first registering at http://register.proxypush.com/RLJ
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RECORD DATE
Shareholders of record at the close of business on Thursday, March 16, 2023, 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
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FOR EACH
TRUSTEE
NOMINEE
9
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2
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023
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FOR
39
3
To approve, on a non-binding advisory basis, the compensation of our named executive officers
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FOR
43
The Board of Trustees has fixed the close of business on Thursday, March 16, 2023, 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 Thursday, March 30, 2023.
Bethesda, Maryland
March 30, 2023
By Order of the Board of Trustees,
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Anita Cooke Wells
Corporate Secretary and Senior
Vice President

NOTICE OF 2023 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.
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BY TELEPHONE
Dial toll-free 24/7
1-866-883-3382
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BY INTERNET
Visit 24/7
www.proxypush.com/rlj
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BY MAIL
Complete, date and sign your proxy card and send by mail in the enclosed postage-paid envelope
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BY MOBILE DEVICE
Scan the QR code
The deadline to vote by phone or electronically is 11:59 p.m. Central Time on April 27, 2023. 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 28, 2023
This Proxy Statement, our 2022 Annual Report to Shareholders and our Annual Report on Form 10-K for the year ended December 31, 2022 are available at http://www.rljlodgingtrust.com/meeting.html.

PROXY STATEMENT
Table of Contents
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31
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2023 PROXY STATEMENT | i

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. This Proxy Statement, the proxy card and our 2022 Annual Report to Shareholders are first being made available to our shareholders on or about Thursday, March 30, 2023.
RLJ Lodging Trust
2023 Annual Meeting of Shareholders
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WHEN
Friday, April 28, 2023, at 12:30 p.m. Eastern Time   
   
   
   
   
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WHERE
The meeting will be held in a virtual-only format through a live webcast; you will be able to participate by first registering at
http://register.proxypush.com/RLJ
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RECORD DATE
Shareholders of record at the close of business Thursday, March 16, 2023, are entitled to vote
Matters to Be Voted on at the Annual Meeting
Proposal
Board Recommendation
See page
1
To elect nine trustees nominated by the Board and named in this Proxy Statement
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FOR EACH
TRUSTEE
NOMINEE
9
2
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023
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FOR
39
3
To approve, on a non-binding advisory basis, the compensation of our named executive officers
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FOR
43
To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting
2022 Business Highlights
Lodging fundamentals strengthened throughout 2022, following a slower start to the year due to the pervasiveness of the Omicron COVID-19 variant. All lodging demand segments continued to recover throughout the year, although at different paces, which illustrated the resilience of our industry and the ongoing demand for travel. Early in 2022, the travel recovery was primarily led by leisure demand, as continuing work-from-home flexibility allowed for more leisure travel. As more workers returned to offices on a hybrid schedule, the lodging demand recovery broadened to incorporate improving business travel, more group events with attendance increasing, and leisure demand remaining at elevated levels. Inbound international travel to urban markets also resumed during the year, although from a very low base. These positive dynamics allowed our urban-centric portfolio to capture the accelerating recovery while partially mitigating the impact to margins from record inflation and a tight labor market. Relative to the overall improving backdrop in 2022, we made significant progress with respect to our objectives, including:

Further enhancing our portfolio quality: We continued to advance on our strategic objective of entering new long-term growth markets and acquiring high-quality assets that increase our exposure to the “lifestyle” segment and locations, which typically benefit from seven-days-a-week demand patterns and are positioned to benefit from the growth of “Bleisure”. We acquired one asset in 2022 for $59.0 million in Nashville, building upon our acquisitions since 2021 in the urban growth markets of Atlanta, Boston and Denver. We also further enhanced our overall portfolio quality by selling two non-core assets during 2022.

Unlocking internal growth catalysts: We successfully launched our hotel conversions of The Mills House Hotel, a Curio Collection Hotel by Hilton in Charleston, South Carolina, Zachari Dunes on Mandalay Beach, a Curio Collection Hotel by Hilton in Oxnard, California and The Pierside Hotel, an independent lifestyle property located in Santa Monica, California. All three conversions are anticipated to outperform the Company’s
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2023 PROXY STATEMENT | 1

PROXY SUMMARY
original underwriting and demonstrate the ability of the Company to unlock significant embedded value in the portfolio. Additionally, we also completed other revenue enhancing projects such as parking initiatives, space reconfigurations and energy projects while restructuring a number of our third-party operating agreements, all of which we expect to enhance margins.

Enhancing shareholder returns while strengthening our balance sheet: Over the course of 2022, we took advantage of the broader market uncertainty to repurchase our shares at a meaningful discount to our underlying value in a disciplined manner. During the year, we repurchased 4.9 million common shares for $57.6 million at an average price per share of $11.75. We further enhanced our capital return by increasing our quarterly dividend to $0.05 per share from $0.01 per share previously during 2022. While increasing shareholder returns, the Company also addressed all of its 2023 debt maturities and ended the year with a strong balance sheet with approximately $1.1 billion of liquidity, which allows the Company to continue to pursue its growth plan.
Corporate Governance Highlights
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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 eight years

Board composition is a mix of skills and experiences that align with company strategy

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 (“ESG”) Stewardship
ESG Highlights
We launched our inaugural Corporate Sustainability Report, highlighting the ESG initiatives implemented by the Company during the year. In the report, which was released in January 2023, we included disclosures in accordance with the SASB and the TCFD and focused on our sustainability, diversity, equity and inclusion (“DEI”) and corporate governance programs.
We enhanced our ESG commitments across the following core areas:
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Environmental Stewardship
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:

Setting an initial goal to reduce our carbon emissions by 35% by 2030 from the 2019 baseline.

Reducing our portfolio’s energy intensity by 19% since 2017 on a comparable basis

Reducing our greenhouse gas intensity by 30% since 2017 on a comparable basis

Obtaining an Energy Star™ certification for our Santa Monica property and pursuing this certification for other properties

Installing chiller upgrades at nine properties, which will result in 31.7% less energy being used at these properties

Upgrading our portfolio’s building HVAC systems during the normal course of renovations
2 | investor.rljlodgingtrust.com
 

PROXY SUMMARY
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Diversity and Inclusion
The Company has introduced 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

Increasing the ethnic and gender diversity of the Company’s first and second tier leadership and requiring a diverse slate of candidates for all job vacancies

Recruiting diverse candidates for our internship, analyst and other junior level positions, with special outreach to Historically Black Colleges and Universities, Hispanic Serving Institutions, and other colleges and universities focused on minority populations. We see this as a way to introduce women students and students of color to the real estate industry, where women and minorities have traditionally been under-represented

Increasing the number of African American and other minority vendors used by the Company and deposits to African American owned financial institutions
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Governance
We are committed to strong corporate governance and to building upon our current robust practices. Over the past year, we have made 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 CEO, who is responsible for updating the Nominating and Corporate Governance Committee

The Board 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 with respect to recruitment, retention and succession planning
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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 of Washington, D.C.

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 targeting primarily Latino 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.
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2023 PROXY STATEMENT | 3

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 2022 annual meeting of shareholders by all trustees serving in 2022
100%
meeting attendance by all trustees serving in 2022
Committee Membership
Trustee and
Principal Occupation
Age
Trustee
since
Independent
Current Public
Company Boards
Audit
Compensation
Nominating
and Corporate
Governance
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Robert L. Johnson
Founder and Executive Chairman, The RLJ Companies
76
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2011

G-III Apparel
Group Ltd
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Leslie D. Hale
President and Chief Executive Officer, RLJ Lodging Trust
50
2018

Delta Airlines, Inc.

Macy’s Inc.
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Senator Evan Bayh
Senior Advisor, Apollo Global Management
67
2011
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Berry Plastics

Marathon Petroleum

Fifth Third Bank
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Arthur R. Collins
Managing Partner, theGROUP
63
2016
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KB Home

AFLAC, Inc.
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Nathaniel A. Davis
69
2011
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since July 2016

UNISYS
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Patricia L. Gibson
Co-Founder and Chief
Executive Officer,
Banner Oak Capital
Partners
60
2017
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AIMCO
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Robert M. La Forgia
Founder, Principal
and Chief Executive Officer,
Apertor Hospitality, LLC
64
2011
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Robert J. McCarthy
Chairman, McCarthy
Investments, LLC;
Chairman, Hotel
Development Partners
69
2018
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Robin Zeigler
CEO and Co-Founder,
MURAL Real Estate
Partners, Inc.
50
2022
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NETSTREIT

Jones Lang LaSalle Income Property Trust
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Number of Meetings in 2022
Board5
5
6
3
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Committee Chair
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Committee Member
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Audit Committee financial expert
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Executive Chairman
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Lead Independent Trustee
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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 seven 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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2023 PROXY STATEMENT | 5

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 11.
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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.
2022 Say-on-Pay and Shareholder Engagement
Every year, the Company provides shareholders the opportunity to vote on its executive compensation program in an advisory capacity. In 2022, our Say-on-Pay vote received 26.2% approval, significantly less support than in previous years (our average historical Say-on-Pay vote over the preceding five years was 95.6%). To better understand our shareholders’ perspective on our compensation program and practices, our Compensation Committee chairperson and Lead Independent Trustee reached out to the holders of 61% of our outstanding shares and ultimately spoke to investors holding nearly half of our outstanding shares. As a result of these discussions, the Compensation Committee gained clarity about shareholder concerns related to the 2021 special retention awards (please see further discussion on pages 31-33) and, in response to the feedback, has firmly committed to not make any one-time awards to RLJ’s NEOs in the absence of extraordinary circumstances. For further detail on our outreach effort, including specific feedback themes and our responses, please refer to pages 31-33.
The Compensation Committee’s Philosophy
The Compensation Committee maintains 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 ensuring that the interests of the Company’s executives are aligned with its shareholders, using objective evaluation processes for our executives, and prioritizing the creation of short- and long-term shareholder value. Most 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. As an example, 89% of our Chief Executive Officer’s 2022 compensation was variable and at risk based on the Company’s performance.
In 2022, the Company’s rigorous corporate goals included financial objectives such as achievement of EBITDA targets, 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.
2022 TARGET COMPENSATION
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2023 PROXY STATEMENT | 7

PROXY SUMMARY
COMPENSATION PRACTICES AND POLICIES
WHAT WE DO   [MISSING IMAGE: ic_tickknockrnd-pn.gif]

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 agents

We have firmly committed to not make one-time awards to NEOs in the absence of extraordinary circumstances

The Compensation Committee, which is comprised solely of independent trustees, retained a new independent compensation consultant, Willis Towers Watson (“Compensation Consultant”) in 2022 for compensation services beginning in 2023. For 2022, the Compensation Committee received these consulting services from FTI Consulting (“FTI”)
WHAT WE DON’T DO    [MISSING IMAGE: ic_crossknockrnd-pn.gif]

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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CORPORATE GOVERNANCE AND
BOARD MATTERS
Proposal 1Election of Trustees
Our Board of Trustees is currently composed of nine trustees, all of whom have terms expiring at the 2023 Annual Meeting. If elected, each of the nine trustee nominees will serve as trustees for a one-year term until the 2024 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.
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Our Board of Trustees unanimously recommends a vote FOR each of the nominees set forth below.
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2023 PROXY STATEMENT | 9

CORPORATE GOVERNANCE AND BOARD MATTERS
Board of Trustees
Nominees for Election for a One-Year Term Expiring at the 2024 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
76
Executive Chairman of the Board of Trustees
Leslie D. Hale
50
President and Chief Executive Officer of the Company
Evan Bayh
67
Trustee
Arthur R. Collins
63
Trustee
Nathaniel A. Davis
69
Lead Independent Trustee
Patricia L. Gibson
60
Trustee
Robert M. La Forgia
64
Trustee
Robert J. McCarthy
69
Trustee
Robin Zeigler
50
Trustee
(1)
Age as of March 31, 2023
Set forth below are descriptions of the backgrounds and principal occupations of each of our trustee nominees.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

None
OTHER CURRENT
PUBLIC COMPANY
BOARDS

G-III Apparel
Group, Ltd.
(NASDAQ: G III)
PRIOR PUBLIC
COMPANY
BOARDS (WITHIN
PAST FIVE YEARS)

KB Home (NYSE:
KBH) (retired in
April 2021)

Elevate Credit Inc.
(NYSE: ELVT)

Lowe’s
Companies, Inc.
(NYSE: LOW)

Strayer Education
Inc. (NASDAQ:
STRA)

Discovery, Inc.
(NYSE: DISC)
ROBERT L. JOHNSON
Executive Chairman of the Board since
May 2011
FOUNDER AND EXECUTIVE CHAIRMAN, RLJ LODGING TRUST AND THE RLJ COMPANIES LLC
Age 76
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*, a real estate investment firm focused on lodging and hotel properties and the predecessor to RLJ Lodging Trust

Co-Founder and Chairman (2000)
Black Entertainment Television (BET), a cable television network and multimedia group, which was 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
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*
Affiliate of the Company.
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2023 PROXY STATEMENT | 11

CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

None
OTHER CURRENT
PUBLIC COMPANY
BOARDS

Delta Airlines, Inc.
(NYSE: DAL)

Macy’s Inc.
(NYSE: M)*
LESLIE D. HALE
Trustee since May 2018
PRESIDENT AND CHIEF EXECUTIVE OFFICER, RLJ LODGING TRUST
Age 50
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 to 2018)

Chief Financial Officer, Executive Vice President and Treasurer (2011 to 2016)
RLJ Development, LLC*, a real estate investment firm focused on lodging and hotel properties and the predecessor to RLJ Lodging Trust

Chief Financial Officer and Senior Vice President of Real Estate and Finance (2007 to 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 to 2007)
General Electric Corp., a multinational company operating primarily in the power, renewable energy, aviation and healthcare industries

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 to 2005)
Goldman Sachs & Co., a global financial institution

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 has determined that 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
*
Ms. Hale is not standing for re-election to the Macys Inc. board of directors and will be a member of one outside board after that company’s 2023 annual meeting of stockholders.
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*
Affiliate of the Company.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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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 67    |    [MISSING IMAGE: tm212398d1-icon_independpn.gif] 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 to 2019)

Of Counsel (2018 to 2019)
McGuireWoods LLC, a global diversified law firm

Partner (2010)
United States Senate

Senator, representing the state of Indiana (1999 to 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 to 1997)
EDUCATION

B.A., Business Economics, with honors, Indiana University

J.D., University of Virginia
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that 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 executive and management experience

Public company board service and corporate governance experience

Knowledge of finance, mergers and acquisitions and other investments

Global business environment

Leadership on ESG initiatives, especially related to sustainability and energy efficiency
Our Board has determined that Mr. Bayh’s service on three public company boards in addition to his service on our Board will not impair his service on our Board.
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2023 PROXY STATEMENT | 13

CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Compensation

Nominating and
Corporate
Governance
OTHER CURRENT
PUBLIC COMPANY
BOARDS

KB Home
(NYSE: KBH)

AFLAC, Inc.
(NYSE: AFL)
ARTHUR R. COLLINS
Trustee since November 2016
FOUNDER AND MANAGING PARTNER, theGROUP
Age 63    |    [MISSING IMAGE: tm212398d1-icon_independpn.gif]  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

Member of the Board of Trustees, Smithsonian National Museum of Asian Art
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 has determined that Mr. Collins should serve on our Board in view of his:

Overall business acumen and experience

Board governance expertise and public company board experience

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.
Our Board has determined that Mr. Collins’ service on two public company boards in addition to his service on our Board will not impair his service on our Board.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Compensation

Nominating and
Corporate
Governance
OTHER CURRENT
PUBLIC COMPANY
BOARDS

UNISYS
(NYSE: UIS)
PRIOR PUBLIC
COMPANY BOARDS
(WITHIN PAST FIVE
YEARS)

Stride, Inc.
(NYSE: LRN)

KB Home
(NYSE: KBH)
NATHANIEL A. DAVIS
Trustee since May 2011
EXECUTIVE CHAIRMAN, STRIDE, INC.
Age 69    |    [MISSING IMAGE: tm212398d1-icon_leadindepbw.jpg] Lead Independent Trustee since July 2016
CAREER HIGHLIGHTS
Stride, Inc. (formerly K12, Inc), an education services company

Former CEO and Executive Chairman (2013 to 2016, 2018 to 2022)
RANND Advisory Group, LLC, a business consulting group that advises venture capital, media, and technology firms

Managing Director (2003 to 2013)
XM Satellite Radio, a broadcasting company that provides satellite radio and online radio services

CEO & President (2006 to 2008)

Director (1999 to 2008)
Columbia Capital, an investment company focused on the communications and technology space

Executive-in-Residence (2003 to 2006)
XO Communications, a telecommunications company later purchased by Verizon Communications

President & COO (2000 to 2003)

Director (2000 to 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 has determined that Mr. Davis should serve on our Board in view of his:

Overall business acumen and experience with venture capital, media and technology

Strong executive and management experience in publicly traded companies, including expertise in finance and accounting

Knowledge of business plan and business process management, including sales process development

Expertise in information technology and experience reviewing and addressing cybersecurity risks
Our Board has 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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2023 PROXY STATEMENT | 15

CORPORATE GOVERNANCE AND BOARD MATTERS
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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 60    |    [MISSING IMAGE: tm212398d1-icon_independpn.gif] Independent
CAREER HIGHLIGHTS
Banner Oak Capital Partners, LP, a real estate investment management firm

Co-Founder & CEO (2016 to present)
Hunt Realty Investments, the centralized real estate investment management company for the Hunt family and related entities

President (2010 to 2016)

Senior Vice President (1997 to 2010)
Senior Financial Positions

Archon Group, a subsidiary of Goldman Sachs & Co.

The Travelers Realty Investment Company, Director (2000 to 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 has determined that 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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CORPORATE GOVERNANCE AND BOARD MATTERS
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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 64   |    [MISSING IMAGE: tm212398d1-icon_independpn.gif]  Independent
CAREER HIGHLIGHTS
Apertor Hospitality, LLC, a national advisory services firm specializing in the hospitality industry

Founder, Principal & CEO (2009 to present)
The Atalon Group, LLC, a boutique turnaround management and advisory firm specializing in troubled real estate situations

Executive Vice President (2008 to 2010)
Hilton Hotels Corporation (currently Hilton Worldwide Holdings (NYSE: HLT)), a multinational hospitality company that manages and franchises a broad portfolio of hotels and resorts

Chief Financial Officer (2004 to 2008)

Senior Vice President & Controller
(1996 to 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 also serves on the board of LivAway Suites, a nationwide economy extended stay hotel brand. 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 has determined that 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 has determined that Mr. La Forgia qualifies as an “audit committee financial expert.”
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2023 PROXY STATEMENT | 17

CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Audit

Nominating &
Corporate
Governance
PRIOR PUBLIC
COMPANY BOARDS
(WITHIN PAST FIVE
YEARS)

Santander
Consumer USA
(NYSE :SC)
ROBERT J. MCCARTHY
Trustee since February 2018
CHAIRMAN, MCCARTHY INVESTMENTS, LLC AND CHAIRMAN, HOTEL DEVELOPMENT PARTNERS
Age 69    |    [MISSING IMAGE: tm212398d1-icon_independpn.gif] Independent
CAREER HIGHLIGHTS
McCarthy Investments, LLC, a limited liability company focused on investments in the cyber/corporate intelligence space and early/mid-stage technology investments

Chairman (2014 to present)
Hotel Development Partners, a joint-venture focused on acquiring and developing premier-branded, select-service hotels

Chairman (2014 to present)
Marriott International (Retired 2014), a multinational company that operates, franchises and licenses lodging, including hotel properties

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
KEY SKILLS AND QUALIFICATIONS
Our Board has determined that 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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CORPORATE GOVERNANCE AND BOARD MATTERS
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COMMITTEES

Audit

Nominating &
Corporate
Governance
OTHER CURRENT
PUBLIC COMPANY
BOARDS

NETSTREIT
(NYSE: NTST)

Jones Lang
LaSalle Income
Property Trust
(NASDAQ:
ZIPTAX)
ROBIN ZEIGLER
Trustee since February 2022
CEO AND CO-FOUNDER, MURAL REAL ESTATE PARTNERS, INC.
Age 50   |    [MISSING IMAGE: tm212398d1-icon_independpn.gif] Independent
CAREER HIGHLIGHTS
MURAL Real Estate Partners, Inc., a privately owned, full-service real estate company that aims to spur economic development

CEO and Co-Founder (2022 to present)
Cedar Realty Trust, a real estate investment trust with a primary focus on grocery-anchored shopping centers

Senior Executive Vice President & Chief Operating Officer, Cedar Realty Trust (2016 to 2022)
Penzance, a commercial real estate investment company

Executive Vice President & Head of Operations, Penzance (2015 to 2016)
Federal Realty Investment Trust, an equity real estate investment trust focused on the ownership, operation and development of high-quality retail properties

Chief Operating Officer, Mid-Atlantic Region, Federal Realty Investment Trust
In addition, Ms. Zeigler serves on the board of directors for Jones Lang LaSalle Income Property 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 has determined that that 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
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.
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.
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2023 PROXY STATEMENT | 19

CORPORATE GOVERNANCE AND BOARD MATTERS
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.
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 emphasize 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.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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.
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 seven 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 eight 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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2023 PROXY STATEMENT | 21

CORPORATE GOVERNANCE AND BOARD MATTERS
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.
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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)
Further enhancing our portfolio quality by entering into new long-term growth markets and acquiring high-quality assets that increase exposure to the lifestyle segment and locations in markets such as Atlanta, Boston, Denver and Nashville;
(2)
Unlocking internal growth catalysts through the conversions within our current portfolio and the completion of other revenue-enhancing projects, such as parking initiatives, space reconfigurations and energy projects; and
(3)
Enhancing shareholder returns while strengthening our balance sheet through share repurchases and refinancing of 2023 debt maturities.
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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CORPORATE GOVERNANCE AND BOARD MATTERS
Notable features of our corporate governance structure include the following:
CORPORATE GOVERNANCE OVERVIEW  [MISSING IMAGE: ic_tickknockrnd-pn.gif]

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 into 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 Independent 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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2023 PROXY STATEMENT | 23

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 Operating 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 Operating 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:
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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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CORPORATE GOVERNANCE AND BOARD MATTERS
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

Regular engagement and dialogue with the Company’s major shareholders

Serves as the communication conduit for other 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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2023 PROXY STATEMENT | 25

CORPORATE GOVERNANCE AND BOARD MATTERS
Board Meetings and Committees
Board Meetings
5
Board meetings (including telephonic/videoconference meetings) held in 2022
100%
attendance at 2022 Annual Meeting of Shareholders by all trustees serving in 2022
100%
Board and applicable committee meeting attendance by all trustees serving in 2022

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 2022, management communicated regularly with the Board members informally outside of regular Board meetings, 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
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Arthur R. Collins
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[MISSING IMAGE: ico_comitteemember-bw.gif]
Nathaniel A. Davis
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Patricia L. Gibson
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Robert M. La Forgia
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[MISSING IMAGE: tm212398d1-icon_comchairpn.gif][MISSING IMAGE: tm223430d1-icon_calculbw.gif]
   
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Robert J. McCarthy
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[MISSING IMAGE: ico_comitteemember-bw.gif]
[MISSING IMAGE: ico_comitteemember-bw.gif]
Robin Zeigler
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Meetings in FY 2022*
5
6
3
Attendance at meetings
100%
100%
100%
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Committee Chair
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Committee Member
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Audit Committee Financial Expert
*
Including telephonic and video meetings
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CORPORATE GOVERNANCE AND BOARD MATTERS
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MEMBERS
Robert M. La Forgia [MISSING IMAGE: tm212398d1-icon_comchairpn.gif][MISSING IMAGE: tm223430d1-icon_calculbw.gif]

Patricia L. Gibson

Robert J. McCarthy

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 Committee 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 41 of this Proxy Statement.
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AUDIT COMMITTEE
Meetings in
FY 2022
5
[MISSING IMAGE: tm212398d1-icon_independpn.gif]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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2023 PROXY STATEMENT | 27

CORPORATE GOVERNANCE AND BOARD MATTERS
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MEMBERS
Nathaniel A. Davis  [MISSING IMAGE: tm212398d1-icon_comchairpn.gif]

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 61 of this Proxy Statement.
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COMPENSATION COMMITTEE
Meetings in
FY 2022
6
[MISSING IMAGE: tm212398d1-icon_independpn.gif]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 2022 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.
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CORPORATE GOVERNANCE AND BOARD MATTERS
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MEMBERS
Evan Bayh  [MISSING IMAGE: tm212398d1-icon_comchairpn.gif]

Arthur R. Collins

Nathaniel A. Davis

Patricia Gibson

Robert M. La Forgia

Robert J. McCarthy

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.
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NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE
Meetings in
FY 2022
3
[MISSING IMAGE: tm212398d1-icon_independpn.gif]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 Independent Trustee will decide what action should be taken with respect to the communication, including whether the communication should be reported to the full Board.
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Lead Independent Trustee
RLJ Lodging Trust
c/o Corporate Secretary
3 Bethesda Metro Center
Suite 1000
Bethesda, Maryland 20814
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2023 PROXY STATEMENT | 29

CORPORATE GOVERNANCE AND BOARD MATTERS
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 2022, the Board focused on risks in the aftermath of the COVID-19 pandemic, including recessionary concerns, extreme climate events and ongoing human capital challenges at the 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, which 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:
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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
   
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COMPENSATION
COMMITTEE
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
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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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CORPORATE GOVERNANCE AND BOARD MATTERS
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. Our management companies are ultimately responsible for our guest’s information, and we monitor these companies to ensure that they are complying with our privacy, information security and cybersecurity policies.
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 deeply engaged in the oversight of Company strategy and risk and is committed to being a responsible and responsive steward of shareholder capital. To that end, building and maintaining long-term institutional relationships with our shareholders is a core goal of the Company and there is no higher priority than earning and maintaining the trust of our shareholders as we build value for the long-term.
Our Approach to Shareholder Engagement
We recognize the importance of maintaining an ongoing dialogue with our shareholders. We believe regular engagement facilitates an open sharing of ideas and perspectives as well as provides an opportunity for constructive feedback to be shared and questions to be answered. We value diverse perspectives on issues including strategy, business performance, risk, culture, compensation practices, ESG matters and other workplace issues. Our engagement efforts and the
feedback we receive from shareholders are shared with our entire Board, which fosters further alignment of our policies and practices with shareholder interests.
Our CEO, CFO and COO regularly engage with shareholders. Our Treasurer and members of the Investor Relations team also spend meaningful time connecting with shareholders throughout the year as part of a proactive organized engagement effort; many of these discussions also include additional members of senior management and/or members of the Board.
Focus of Shareholder Engagement in 2022
In 2022, our Compensation Committee was especially focused on understanding shareholder perspectives regarding our executive compensation program given last year’s disappointing Say-on-Pay vote. We also were interested in obtaining shareholder feedback regarding our ESG progress and plans. The Compensation Committee and members of the executive team reached out to shareholders holding 61% of our outstanding shares and we accepted every invitation to engage.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Ultimately, along with our Lead Independent Trustee and Compensation Committee chairman, we connected with shareholders holding nearly half of our outstanding shares. Prior to these conversations, we set an agenda with shareholders and prepared relevant materials to help facilitate the discussion. The insights collected were shared with the Board and were used as part of its decision-making process.
From our conversations with shareholders, it was clear that the one-time 2021 retention awards to our NEOs were the driver of “against” votes on our Say-on-Pay. No
shareholder expressed concern with the fundamental aspects of our compensation program. In response to shareholder feedback and in an effort to demonstrate full responsiveness, the Compensation Committee firmly committed to not make future one-time awards to NEOs in the absence of extraordinary circumstances. We appreciated the time and effort that investors took to share their views and we look forward to an ongoing dialogue. A summary of the discussion topics, feedback collected, and the Company’s response are detailed in the table below.
Topics
What We Heard
RLJ’s Actions
Executive Compensation

Provide rationale for the 2021 one-time retention awards

Provide background on changes to the 2021 PSU program

 Communicated rationale for the
one-time retention awards in 2021 and noted that the Compensation Committee has made a firm commitment not to make one-time awards to NEOs in the future absent extraordinary circumstances

 Discussed our Compensation
Committee’s rigorous approach to setting executive compensation

 Provided enhanced disclosure about
the PSU program, including the alignment of the program to shareholders in part due to retaining an absolute TSR component

 Engaged a new compensation
consultant, Willis Towers Watson, to conduct a fresh, comprehensive review of our pay program
ESG Reporting

Enhance ESG reporting

Set long-term ESG targets aligned with business strategy

Detail approach to encourage employee retention

 Released inaugural Corporate
Sustainability Report establishing long-term ESG targets

 Enhanced ESG disclosures in
accordance with SASB and TCFD

 Committed to a 35% carbon reduction
by 2030

 Committed to continue to achieve
EnergyStar certifications for the portfolio

 Outlined employee retention through
financial, educational and health/wellness initiatives
Board Governance

Feedback on governance provisions, including adopting proxy access and eliminating supermajority voting requirements

Maintain Board diversity

Provide greater detail on Board skills and the approach to Board refreshment

 Board to review governance
recommendations on proxy access and supermajority voting 

 Detailed our recent history of Board
refreshment, including the appointment of Robin Zeigler to our Board in 2022

 Emphasized RLJ’s approach to
proactive Board refreshment, including the active consideration of diversity and new skills
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CORPORATE GOVERNANCE AND BOARD MATTERS
Topics
What We Heard
RLJ’s Actions
Business Strategy and Performance

Investors appreciated engaging on our business strategy and post pandemic execution and expressed positive feedback
Provided an update on the Company’s operational performance, execution of key growth initiatives and financial condition which included:

 Posting strong operating results through
2022

 Acquiring four high-quality assets in
high-growth markets that are projected to be accretive

 Conversion and repositioning of three
hotels as well as value creation initiatives that are estimated to unlock $23M to $28M of incremental stabilized Hotel EBITDA

 Identification of incremental conversion
and ROI opportunities to unlock embedded value

 Continuing to maintain a strong balance
sheet with solid liquidity, low leverage and a well-staggered debt maturity profile
Environmental, Social and Governance Matters
As we have navigated the pandemic over the past three years, we have remained steadfast in our commitment to ESG and are delivering on our obligation to broaden our sustainability objectives, enhance our disclosures and set measurable goals to achieve in the future. We have issued our inaugural 2022 Corporate Sustainability Report, which is available on our website by following the link at https://www.rljlodgingtrust.com/corporate-responsibility-strategy/, where we highlight a variety of initiatives, including those related to diversity and inclusion, corporate governance, stakeholder engagement, environmental sustainability and other social responsibility matters, as outlined below.
Diversity and Inclusion. We have continued our longstanding commitment to the importance of diversity and inclusion in the workplace, which has been embedded in the Company since its founding. RLJ leads the industry as one of its most diverse organizations, with 33% of our Board composed of women and 56% that are ethnically diverse. We recognize that there is still work to be done, especially as it relates to advancing young people of color in the real estate and hospitality industries, and are committed to doing our part. In support of this, we have executed on the following initiatives:

CEO Action for Diversity and Inclusion: This initiative, which our CEO has signed, pledges support to developing more inclusive and diverse workplaces. This commitment extends to our local communities, where we support youth initiatives to drive education and opportunities that strive to make lasting social impact.

NAREIT DDEI Giving Campaign: We are an advocate for advancing Diversity, Equity and Inclusion (“DEI”) within the real estate investment trust (“REIT”) industry and in 2022 became a founding donor of NAREIT’s DDEI Giving Campaign. The Campaign supports programs that focus on educating and creating opportunities including internships, high school career readiness programs, supplier diversity initiatives and corporate real estate training.

Management Leadership for Tomorrow’s (“MLT”) Black Equity at Work Certification: This program establishes a clear and comprehensive black equity program for employers. Overall, while we continue to lead the industry and our peers with respect to DEI within our organization, we are committed to making further progress. In particular, we are committed to increasing the number of Black and other minority vendors that we utilize in our system.
Corporate Governance. From a corporate governance perspective, we took actions to enhance Board oversight of ESG matters to strengthen the interests of our shareholders. In particular we:

Formed an Internal ESG Committee. Our internal ESG Committee meets quarterly and reports out to the Nominating and Corporate Governance Committee through the Company’s CEO on a quarterly basis.
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CORPORATE GOVERNANCE AND BOARD MATTERS

Aligned Sustainability Objectives. We set a series of sustainability objectives, aligned with the UN Sustainable Development Goals, as part of our corporate sustainability strategy.

Enhanced ESG Disclosures. We enhanced our ESG disclosures to ensure accountability and transparency by adding disclosures in accordance with SASB and TCFD and updated our disclosures in alignment with Global Reporting Initiative (“GRI”) standards.

Updated Policies. We have updated and formalized our Environmental, Labor and Human Rights Policies, and Vendor Code of Conduct.
Environmental Sustainability. We firmly believe that the sustainability of our business and the Company’s overall profitability is intricately linked to sound environmental stewardship. In the normal course of our business, we prioritize strategies that balance the need to reduce our environmental impact with enhancing operational efficiencies, such as investing in areas that allow us to effectively monitor and reduce our water and energy usage. Our progress is illustrated by our:

Commitment to Reducing Our Carbon Footprint. We have committed to setting specific and quantifiable targets including reducing our carbon emissions by 35% by 2030.

Energy Efficiency Projects. Since 2017, we have invested in over 130 energy efficiency projects. In partnership with our management companies, we have reduced the energy intensity of our portfolio by 19% and our greenhouse gas intensity by 30% on a same store basis.
These reductions are a combination of the energy grid using more renewables, efficiencies among our operators and our investments in energy efficiency projects. In addition to reducing our environmental impact, these initiatives have reduced our energy-related expenses.

Energy Star Certification. Our Santa Monica hotel, which underwent a comprehensive renovation, achieved Energy Star™ certification, an EPA sponsored program that provides ratings on energy efficiency for real estate. Over the next several years, we will target Energy Star™ certification across additional properties in our portfolio.

Additional Disclosures and Sustainability Transparency. As noted above, our environmental policies are formalized in our ESG disclosures and we intend to continue to enhance our program to identify and mitigate climate and other environmental risks.
Overall, upholding our corporate responsibility is integral to our broader business strategy and commitment to driving long-term shareholder value. With the inaugural Corporate Sustainability Report, we’ve enhanced our ESG disclosures and transparency. We are taking measurable steps to address the impact of climate change on our portfolio and committing to setting specific and quantifiable targets. Additionally, we will continue to progress towards achieving improved energy and water efficiency across more of our properties and work closely with our operators and vendors to uphold the principles of diversity and inclusiveness upon which the Company was founded.
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Environmental Sustainability
Environmental Strategy. RLJ is committed to reducing the prospect of long-term environmental damage and seeks opportunities to do so. We recognize the strategic and financial importance of increasing environmental efficiencies within our hotels and evaluate opportunities to invest in programs that will reduce energy, water consumption and waste while increasing profitability.
Our approach has been to measure and monitor emissions, energy usage, water and waste across our portfolio while actively pursuing reductions at the property level. Recent and ongoing measures to increase efficiency include installing:

Energy-efficient lighting

Low-flow water fixtures

Ventilation, air-conditioning and refrigeration systems

Building and guest room specific energy management systems

Heating upgrades
Climate Change. The Company is committed to monitoring and addressing risks related to climate change, including natural and man-made risks. To mitigate the risks of extreme weather events, the Company has implemented a comprehensive extreme weather planning and response process. Climate-related due diligence has been incorporated into our acquisitions process and our renovations have a sustainability focus, where we ensure that green energy, carbon neutrality and changing consumer behaviors are taken into consideration. TCFD establishes our approach to climate-risk identification and mitigation efforts as they relate to the four recommended categories of TCFD: governance, strategy, risk management and metrics and targets.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Energy and Water Efficiency Investments. Our capital expenditure priorities are focused heavily on projects that strengthen our market position and enhance profitability through bringing about energy and water usage reductions and savings.
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Social Responsibility
Our key human capital management objective is to attract, recruit, hire, develop and promote individuals who are diverse and talented. Our human resources programs are designed to further develop this talent and prepare our associates for critical roles and leadership in the future. As part of this, we encourage our associates to recognize that they have roles and responsibilities of leadership both in the industry and outside of the business within their networks and communities.
Diversity and Inclusion. We have a long-standing commitment to diversity and inclusion at the Company. Our Board of Trustees is diverse: 33% of the members are women, and 56% are minorities, including our Executive Chairman and President and Chief Executive Officer. Additionally, at year-end 2022, 58% of our employees were racially diverse, and 51% 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 will continue to do so in the long-term.
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The Company has committed to 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

Increasing the ethnic and gender diversity of the Company’s first and second tier leadership and requiring a diverse slate of candidates for all job vacancies, including senior leadership positions

Actively recruiting diverse candidates for our internship, analyst and other junior level positions, with special outreach to Historically Black Colleges and Universities, Hispanic-Serving Institutions and other colleges and universities focused on minority populations. We see this as a way to introduce women students and students of color to the real estate industry, where women and minorities have traditionally been under-represented

Committing to the MLT Black Equity at Work program, which establishes clear and comprehensive Black equity standards, not only with respect to the Board of Trustees and the Company’s employees, but also for investment in Black-owned financial institutions and contracting with African American vendors
Employee Health and Well-Being. The health and well-being of our associates are fundamental to our success as a business. We provide industry-leading benefits to our employees for both general health and retention purposes, including:

100% paid medical insurance

100% paid dental insurance

100% paid short-term and long-term disability plans

100% life insurance plan

401(k) Retirement Savings Plan with automatic enrollment upon hiring for all associates and Company match after six months

Health club subsidy
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CORPORATE GOVERNANCE AND BOARD MATTERS

Annual education stipend for all employees
Community Engagement and Philanthropy. RLJ takes seriously its responsibility to strengthen the communities in which we operate. With our corporate headquarters in Bethesda, Maryland, in the Washington DC area, many of the programs we have engaged with over the years are especially focused on serving under-served children, young people and others in need in the District of Columbia and Maryland, including the following:

Boys and Girls Clubs of Greater Washington, DC

Generation Hope (assisting teen parents with obtaining college degrees)

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

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

San Miguel School of Washington (an independent, tuition-free Catholic middle school targeting primarily Latino boys in grades 6-8 from the District of Columbia and surrounding communities that supports its graduates through high school)
In addition to the Washington, DC area, we seek to help communities where our hotels are located. The Company also offers and encourages volunteer opportunities to associates throughout the year. Over the past several years, associates have donated hundreds of hours of service to organizations such as Habitat for Humanity, Samaritan’s Purse—Operation Christmas Child Shoebox (preparation of Christmas gifts for children internationally) and Don Bosco Cristo Rey High School.
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Governance
We are committed to strong corporate governance and to building upon on our current robust practices. Over the past year, we have made 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 the CEO and by extension
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 recruitment, retention and succession planning
   
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RLJ maintains an updated website devoted to the Company’s ongoing ESG initiatives, which can be accessed at: www.rljlodgingtrust.com.
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CORPORATE GOVERNANCE AND BOARD MATTERS
Trustee Compensation
The members of our Board who are also our employees do not receive additional compensation for their services on the Board. With respect to the independent trustees, the Compensation Committee reviews competitive compensation data annually and makes salary adjustments as required. Compensation adjustments for the trustees were last made in fiscal year 2018. During the fiscal year ended December 31, 2022, 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 Independent 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.
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 2022, five 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, 2022.
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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CORPORATE GOVERNANCE AND BOARD MATTERS
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 2022.
Non-Employee Trustee
Fees Earned or
Paid in Cash

($)
Share Awards(1)
($)
All Other
Compensation

($)
Total
($)
Evan Bayh 100,000 109,988(2) 2,806(4) 212,794
Arthur R. Collins 92,500 109,988(2) 440(3) 202,928
Nathaniel A. Davis 132,500 109,988(2) 1,243(4) 243,731
Patricia L. Gibson 92,500 109,988(2) 1,810(4) 204,298
Robert M. La Forgia 102,500 109,988(2) 1,199(4) 213,687
Robert McCarthy 92,500 109,988(2) 440(3) 202,928
Glenda G. McNeal(5) 30,495 1,111(5) 31,606
Robin Zeigler(6) 80,167 109,988(2) 644(7) 190,799
(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 2022 grant date fair value of 7,472 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. As of December 31, 2022, each non-employee director (other than Ms. McNeal) held 3,736 unvested restricted common shares.
(3)
Represents $440.12 in dividends paid on unvested restricted common shares granted to our non-employee trustees.
(4)
Includes for Mr. Bayh, Mr. Davis, Ms. Gibson and Mr. La Forgia (i) the dividends paid on unvested restricted shares of $440.12 and, for stays in Company hotels pursuant to their use of the $3,000 annual hotel allowance, the additional amounts of (ii) $2,365.94 (Bayh), $802.78 (Davis), $1,370.31 (Gibson) and $759.36 (La Forgia).
(5)
Ms. McNeal did not to stand for re-election and retired from the Board as of immediately prior to the 2022 Annual Meeting. This reflects compensation paid prior to her retirement. The column entitled “All Other Compensation” reflects dividends paid of $85.02, and $1,026.03 for her stay in Company hotels pursuant to her use of the $3,000 annual trustee hotel allowance prior to her retirement.
(6)
Ms. Zeigler joined the Board in February 2022, and the above schedule reflects compensation paid for the partial year.
(7)
For Ms. Zeigler, this includes $186.80 in dividends on unvested restricted shares and $456.77 for stays in Company hotels pursuant to the use of the $3,000 annual hotel allowance.
Share Ownership Guidelines for Trustees
We believe that equity ownership by our trustees and officers ensures alignment of their interests with our shareholders’ 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
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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, 2022, each of the trustees’ individual holdings of Company shares exceeded the applicable multiple set forth in the share ownership guidelines, with the exception of Ms. Zeigler, who joined the Board in 2022.
For additional information on trustee share ownership, see the table of “Principal Shareholders” on page 79.
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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, 2023. 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 and unanimously recommends a vote for 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.
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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, 2023.
Auditor Fees
Our consolidated financial statements for the year ended December 31, 2022, 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, 2022, and 2021:
Year Ended December 31,
PwC Fees
2022
($)
2021
($)
Audit fees(1) 1,502,445 1,710,646
Audit-related fees
Tax fees(2) 381,730 353,383
All other fees
Total 1,884,175 2,064,029
(1)
Audit fees for 2022 and 2021 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 2022 and 2021 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 services 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.
All services performed by the independent registered public accounting firm in 2022 were approved by the Audit Committee pursuant to its pre-approval policy.
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AUDIT MATTERS
Report of the Audit Committee
The Audit Committee is currently composed of Messrs. La Forgia and McCarthy, and Mses. Gibson, 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, 2022 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 and the Securities and Exchange Commission (“SEC”).
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 2022 be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.
Respectfully submitted,
The Audit Committee of the Board of Trustees
Robert M. La Forgia, Chairman
Patricia L. Gibson
Robert 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 (the “Securities Act”), or the Exchange Act 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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EXECUTIVE OFFICERS
The following table sets forth information concerning our executive officers. Ages are as of March 31, 2023. Executive officers are elected annually by our Board and serve at the Board’s discretion.
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ROBERT L. JOHNSON
Founder and Executive Chairman of the Board
since the formation of the Company in 2011
Age 76
See Mr. Johnson’s
biography on page 11
of this proxy statement.

















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LESLIE D. HALE
President, Chief
Executive Officer
Trustee

since August 2018
Age 50
See Ms. Hale’s biography on page 12 of this Proxy Statement.

















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SEAN M. MAHONEY
Executive Vice President and
Chief Financial Officer

since August 2018
Age 52
CAREER HIGHLIGHTS