RLJ Lodging Trust

​

PROXY SUMMARY

​

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 2025 Annual Report to Shareholders are first being made available to our shareholders on or about Monday, March 23, 2026.

​

RLJ Lodging Trust

2026 Annual Meeting of Shareholders

​

Matters to Be Voted on at the Annual Meeting

2025 Business Highlights

In 2025, RLJ executed its strategy against a dynamic backdrop that shifted rapidly throughout the year as a result of policy actions which impacted key segments of lodging demand, such as government and government-adjacent travel and inbound international travel to the U.S. Heightened macroeconomic and geopolitical uncertainty, especially related to tariffs, also weighed on business and consumer confidence throughout the year, while higher borrowing costs and inflation constrained both discretionary spending and profitability.

Although these factors held back industry RevPAR growth in 2025, Urban markets in the U.S., where the majority of RLJ’s portfolio is located, achieved positive RevPAR growth and outpaced the industry, validating our investment strategy. For RLJ specifically, while aggregate hotel revenue growth was constrained on the back of an overall soft demand environment, the closure of the Austin Convention Center for expansion, and transformative renovations at several hotels, we achieved positive aggregate non-room revenues growth for the year. Our non-room revenues were driven by robust increases in areas such as parking, food and beverage and other ancillary revenues where much of our ROI initiatives over the last several years have been focused.

Additionally, the RLJ management team remained nimble and executed several initiatives that are expected to generate shareholder value for years to come, including:

•

Executing hotel brand conversions. We remained focused on unlocking value in our portfolio including executing on the conversion of the former 21c Museum Hotel to The Bankers Alley Hotel Nashville, Tapestry Collection by Hilton. We also continued to make progress on our conversion of the former Renaissance Pittsburgh, which will join Marriott’s Autograph Collection in 2026, and we announced the brand selection for our next conversion—the Wyndham Boston Beacon Hill, which will join Hilton’s Tapestry Collection. We remain on pace with our long-term goal of delivering an average of two conversions per year.

​

PROXY SUMMARY

​

•

Delivering transformative renovations. As part of our disciplined reinvestment strategy, we completed several transformative renovations at key assets in high occupancy markets during 2025, including properties in New York, Waikiki, and South Florida. These renovations are expected to drive significant revenue gains and result in meaningful returns on investment as the properties ramp.

​

•

Strengthening the balance sheet. We actively managed our balance sheet by addressing near term maturities and using proceeds from non-core asset sales to reduce debt. During 2025, we refinanced a $200.0 million term loan expiring in 2026, upsizing it to $300.0 million and extending the initial maturity to April 2030 inclusive of extension options, using the incremental proceeds to fully repay the outstanding balance on our revolving credit facility. We ended the year with significant liquidity and a balance sheet positioned for growth.

​

•

Enhancing shareholder returns. We once again demonstrated our commitment to enhancing total shareholder returns. This was accomplished through recycling capital from asset sales into the opportunistic and accretive repurchase of our common shares at an attractive basis. During the year, we repurchased a total of 3.3 million common shares for $28.6 million. Additionally, we continued to return significant capital to shareholders in the form of dividends. Our dividend remains compelling and well-covered, providing an attractive return to our shareholders.

​

Corporate Governance Highlights

•

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

​

•

Separate Chairman and CEO roles

​

•

Lead Independent Trustee with robust, 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 11 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

​

​

​

Corporate Responsibility Highlights

During 2025, we published our third annual Corporate Sustainability Report, highlighting the sustainability, diversity, and governance initiatives implemented by the Company. This report included the Global Reporting Initiative (“GRI”) disclosures for our portfolio, the Sustainable Accounting Standards Board (“SASB”) Real Estate disclosures and disclosures in accordance with the Task Force on Climate-Related Financial Disclosures (“TCFD”). We also continued our participation in sustainability frameworks such as GRESB and meaningfully improved our score over the prior year. 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:

•

Setting an initial goal to reduce our carbon emissions by 35% by 2030

​

•

Reduced the energy intensity of our portfolio by 9% and our greenhouse gas intensity by 23% since 2019

​

•

Addressing energy and water efficiency initiatives across the entire portfolio

​

•

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

​

•

Maintaining our corporate headquarters in a LEED Platinum building

​

2 |investor.rljlodgingtrust.com

​

At the end of 2025, 61% 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:

•

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 positions, with special outreach to Historically Black Colleges and Universities, Hispanic Serving Institutions, and other colleges and universities focused on minority populations. We view 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

​

•

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

​

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:

•

The Audit Committee continued its role in evaluating and addressing 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

​

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, DC area and those in need, including:

•

Rebuilding Together Montgomery County (providing free home repairs and accessibility modifications to our neighbors in need in Montgomery County, Maryland)

​

•

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

​

•

The Washington School for Girls (an all-scholarship independent Catholic school serving students in grades 3-8, primarily from Washington, DC’s Wards 7 and 8, and providing rigorous academic program and a supportive environment that engages families and the community in the social, emotional, and spiritual growth of its students and graduates)

​

​

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.

​

4 |investor.rljlodgingtrust.com

​

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 ten years, five new trustees have joined our Board, bringing deep experience in real estate, hospitality, investment and finance, government relations and corporate governance.

​

​

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 12.

​

6 |investor.rljlodgingtrust.com

​

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.

2025 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 2025, our Say-on-Pay vote received approximately 92% approval.

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

The management team proactively sought opportunities throughout 2025 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.

Over the past three years, we received positive shareholder support for our Say-on-Pay vote.

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 2025 compensation was variable and at risk based on the Company’s performance.

In 2025, the Company’s rigorous corporate goals included financial objectives such as achievement of EBITDA targets, gains in market share, optimizing balance sheet leverage levels and unlocking value creation initiatives, such as brand conversions. These goals support the Company’s positioning and advance its long-term strategic objectives of enhancing its ability to capture the positive trends in the hospitality business cycle.

​

​

2025 TARGET COMPENSATION

8 |investor.rljlodgingtrust.com

​

COMPENSATION PRACTICES AND POLICIES

​