RLJ Lodging Trust

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PROXY SUMMARY

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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 2023 Annual Report to Shareholders are first being made available to our shareholders on or about Thursday, March 28, 2024.

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RLJ Lodging Trust

2024 Annual Meeting of Shareholders

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Matters to Be Voted on at the Annual Meeting

2023 Business Highlights

Our outperformance in 2023 is the result of an intentional and thoughtful evolution of our portfolio over the past several years. We believe the quality of our assets today is the highest in the Company’s history and our portfolio is well positioned to capture emerging trends in hospitality. We are pleased with the external acknowledgment of the team’s hard work as evidenced by our top quartile growth and relative stock performance. Additionally, we are encouraged by the positive feedback we received from investors following the several property tours and management presentations we hosted in the fourth quarter of 2023. We are confident that the foundation we have diligently built positions us to benefit from multiple channels of growth going forward.

During 2023, lodging fundamentals benefited from a strong economic backdrop with healthy job creation and an historically low unemployment rate. The lodging industry achieved year-over-year RevPAR growth, as most demand segments recovered to pre-pandemic levels. These conditions allowed growth in urban markets to outperform industry growth. Urban outperformance was driven by improving business travel, continued demand from small and medium sized enterprises, returning demand from traditional sources such as financial services, consulting and technology due to increased return-to-office mandates, robust group demand and the continuation in strong urban leisure demand from large-scale events related to concerts and sporting events. Partially offsetting the urban trends, resort demand normalized as the pent-up post-COVID leisure demand moderated during 2023. Additionally, the lodging industry continues to benefit from new hotel supply being significantly below historical averages. Together with the the historically high demand growth in urban markets, we believe there is an opportunity for a multi-year tailwind for RevPAR growth.

During 2023, our urban-centric portfolio generated 9.0% comparable RevPAR growth for our portfolio, which was double the hotel industry growth rate and was one of the top growth rates among all lodging REITs. Additionally, our recent

PROXY SUMMARY

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portfolio repositioning and growth initiatives drove outsized growth in non-room revenues and allowed total comparable revenue growth of 10.7%. Partially offsetting our top line growth, the operating cost environment remained challenging throughout 2023, with cost pressures sequentially improving throughout the year. Despite these pressures, our lean operating model delivered year-over-year comparable Hotel EBITDA growth and positive free cash flow.

Relative to the improving backdrop in 2023, we executed on several strategic objectives including:

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Conversion execution. During the year we announced that our initial three conversions were generating returns above our underwriting expectations, with several years of additional growth expected. During early 2023, we announced three conversions including the Hotel Tonnelle in New Orleans, a Marriott Tribute Portfolio Hotel, the DoubleTree Houston Medical Center and the Bankers Alley Hotel Nashville, a Tapestry Collection by Hilton. Additionally, during the fourth quarter of 2023, we announced that the Renaissance Pittsburgh will join Marriott’s Autograph Collection and the Wyndham Pittsburgh University Center will convert to a Courtyard by Marriott.

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Strong balance sheet. We continued to prudently manage our balance sheet during 2023 to improve the laddering of our maturities, reduce our cost of debt and increase balance sheet flexibility. Specifically, during 2023, we extended $425 million of debt, recast our $600 million corporate revolver, entered into a new $225 million term loan and entered into $525 million of interest rate swaps. We ended 2023 with approximately $1.1 billion of liquidity and optionality to execute multiple growth initiatives.

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Enhancing shareholder returns. During 2023, we continued to demonstrate our commitment to enhancing total shareholder returns by returning significant capital to shareholders through the repurchase of 7.6 million common shares at an attractive $10.20 per share and doubling our quarterly common dividend.

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Corporate Governance Highlights

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

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Separate Chairman and CEO roles

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Lead Independent Trustee with fulsome, well-defined role

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

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Balanced trustee tenure with an average tenure of approximately nine years

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

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Annually elected Board with a majority voting standard

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Board responsibility for risk oversight

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Independent trustees regularly meet without management present

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Robust Code of Business Conduct and Ethics

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

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Active shareholder engagement program

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

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Opted out of the Maryland Unsolicited Takeover Act

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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

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Strong commitment to Environmental, Social and Governance (“ESG”) Stewardship

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ESG Highlights

We launched our inaugural Corporate Sustainability Report in January 2023, highlighting the ESG initiatives implemented by the Company. This report included disclosures in accordance with SASB, GRI and TCFD and focused on our sustainability, diversity, equity and inclusion (“DEI”) and corporate governance programs.

Our ESG commitments span across the following core areas:

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:

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

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As of 2022, reduced the energy intensity of our portfolio by 11% and our greenhouse gas intensity by 22% since 2019

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Addressed energy and water efficiency initiatives across 81 properties

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Upgrading our portfolio’s building HVAC systems during the normal course of renovations

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Relocating our corporate headquarters to a LEED Platinum building

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At the end of 2023, 59% of our employees were racially diverse and 45% were women. The Company has introduced initiatives to ensure that our Company remains inclusive and supportive for all, including:

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

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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

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Recruiting diverse candidates for our internship, analyst and other 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

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Deposited funds with an African American owned financial institution, increasing the institution’s ability to lend to its customer base

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

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The Audit Committee continued its role in evaluating and addressing corporate risk, especially as it relates to cybersecurity

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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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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:

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

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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)

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Don Bosco Cristo Rey (high school student work-study and mentorship program focused on low income students)

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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.

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BOARD COMPOSITION AND ATTRIBUTES

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 eight 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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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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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.

2023 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 2023, our Say-on-Pay vote received over 92% approval.

Our senior executives regularly engage with shareholders. Our Treasurer and Investor Relations team members also spend meaningful time connecting with shareholders throughout the year. When appropriate, members of our Board may participate.

The management team proactively sought opportunities throughout 2023 to engage with stakeholders and to update investors on our operating results, the status of our external and internal value creation initiatives, our high-quality hotel portfolio and balance sheet strength.

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 2023 compensation was variable and at risk based on the Company’s performance.

In 2023, the Company’s rigorous corporate goals included financial objectives such as achievement of EBITDA targets and gains in market share, as well as goals related to corporate initiatives, including expansion of our ESG programs 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.

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2023 TARGET COMPENSATION

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COMPENSATION PRACTICES AND POLICIES

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