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 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 2024 Annual Report to Shareholders are first being made available to our shareholders on or about Monday, March 24, 2025.

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RLJ Lodging Trust

2025 Annual Meeting of Shareholders

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Matters to Be Voted on at the Annual Meeting

2024 Business Highlights

During 2024, we achieved RevPAR growth that was once again in the top quartile of our peers and exceeded that of the industry. Our relative outperformance came amid an overall choppy macroeconomic backdrop. Against this backdrop, the lodging industry remained resilient, achieving positive RevPAR growth for the year with revenues achieving a new peak.

Urban markets outpaced the industry RevPAR growth as these markets benefited from improving business travel, continued demand from small and medium sized enterprises, and expanding demand from traditional corporate sources such as financial services, consulting and technology. The industry also experienced robust group demand, and the continuation of strong urban leisure demand from concerts, sporting events and other special events.

While our portfolio benefited from stronger growth in urban markets, our relative outperformance versus our peers and industry was driven by our multi-year initiative to improve our portfolio’s growth profile and reposition our footprint in core urban markets. All these factors led our portfolio to achieve 2.0% RevPAR growth in 2024. Additionally, we achieved strong growth in non-room spend such as parking and food and beverage (“F&B”) driven by our ROI initiatives over the last several years, supporting total revenue growth of 3.2%. Offsetting positive revenue growth, headwinds in wages and benefits, insurance and real estate taxes persisted throughout the year, leading to margin decline during the year.

Despite the choppy backdrop, we advanced our key objectives in 2024 including:

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Conversion execution. We remained focused on unlocking value in our portfolio including executing on the conversion of the former Hotel Indigo to Hotel Tonnelle in New Orleans, a Marriott Tribute Portfolio Hotel, the renovation of the former Wyndham Medical Center in Houston to the DoubleTree Houston Medical Center, the conversion of the former Wyndham Pittsburgh University Center to the Courtyard by Marriott Pittsburgh University, as well as our conversion projects in Nashville and downtown Pittsburgh. We are on pace to deliver two conversions per year.

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PROXY SUMMARY

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Strategic acquisitions. We utilized our strong balance sheet to acquire the 110-room Hotel Teatro in Denver, further expanding our Urban Lifestyle footprint and the fee simple interest in the 304-room Wyndham Boston Beacon Hill, which was previously subject to a ground lease, creating an incremental attractive conversion opportunity.

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Strong balance sheet. We continued to prudently manage our balance sheet to improve the laddering of our maturities, reduce our cost of debt and increase balance sheet flexibility. Specifically, during 2024, we entered into a new $500.0 million term loan to address our 2025 maturities and reduce the outstanding balance on our revolving credit facility. Additionally, we executed several attractive interest rate swaps to manage interest risk. We ended 2024 with a strong balance sheet including over $900 million of liquidity.

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Enhancing shareholder returns. During the year, we continued to demonstrate our commitment to enhancing total shareholder returns by returning significant capital to shareholders through the repurchase of 2.3 million common shares for $22.0 million at an attractive price of $9.39 per share and increased our quarterly common dividend by 50%.

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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 robust, 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 ten 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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Corporate Responsibility Highlights

During 2024, we published our second annual Corporate Sustainability Report, highlighting the sustainability, diversity, and governance initiatives implemented by the Company. This report included disclosures in accordance with SASB, GRI and TCFD. Additionally, during 2024 we joined GRESB as a participating member, further demonstrating our commitment to benchmarking and improving our environmental, social, and governance performance in alignment with industry standards. Our participation allows us to assess our sustainability practices against industry peers, identify opportunities for improvement, and provide greater transparency to our stakeholders.

Our commitments to corporate responsibility 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

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Reduced the energy intensity of our portfolio by 11% and our greenhouse gas intensity by 22% since 2019

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Addressing energy and water efficiency initiatives across the entire portfolio

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

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Maintaining our corporate headquarters in a LEED Platinum building

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At the end of 2024, 64% of our employees were racially diverse and 45% were women. The Company has initiatives to ensure that our Company remains supportive for all, including:

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Conducting regular training on “Creating a Respectful Workplace”

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Increasing the ethnic and gender diversity of the Company’s first and second tier leadership and ensuring an inclusive slate of candidates for all job vacancies

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Recruiting a broad range of candidates for our internship, analyst and other positions, with special outreach to a variety of colleges and universities. We view this as a way to introduce students to the real estate industry, especially women and minorities who traditionally have been under-represented in the industry

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Financially supporting organizations of all sizes

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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 nine 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.

2024 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 2024, our Say-on-Pay vote received over 91% approval.

Our senior executives regularly engage with shareholders. When appropriate, members of our Board may participate.

The management team proactively sought opportunities throughout 2024 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, 90% of our Chief Executive Officer’s 2024 compensation was variable and at risk based on the Company’s performance.

In 2024, 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, reducing the Company’s balance sheet leverage and executing on our value creation initiatives. These goals support the Company’s positioning and advance its long-term strategic objectives, enhancing its ability to capture the positive trends in the hospitality business cycle.

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2024 TARGET COMPENSATION

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COMPENSATION PRACTICES AND POLICIES

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