Xenia Hotels & Resorts, Inc.
For the period ended Mar 31, 2026. Filed Mar 31, 2026.
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Mar 31, 2026 · Filed Mar 31, 2026
Contents
Non-Equity Incentive Program
2025 Annual Cash Bonus
In 2025, our named executive officers were eligible to participate in an annual bonus program under which participants may earn annual cash performance bonuses based upon the achievement of certain performance criteria.
The threshold, target and maximum bonus levels for each of our named executive officers for 2025 were:
| Name | Threshold Annual Bonus (% of annual base salary) | Target Annual Bonus(% of annual base salary) | Maximum Annual Bonus(% of annual base salary) |
|---|---|---|---|
| Marcel Verbaas | 100% | 170% | 270% |
| Barry A.N. Bloom | 75% | 125% | 200% |
| Atish Shah | 60% | 100% | 160% |
| Taylor C. Kessel | 60% | 100% | 160% |
| Joseph T. Johnson | 45% | 75% | 120% |
Performance between threshold and target and between target and maximum levels is interpolated on a straight-line basis. Under the annual bonus compensation program, the 2025 performance metrics were: (1) Adjusted FFO per share, (2) Hotel EBITDA Margin, (3) RevPAR and (4) individual performance objectives. Adjusted FFO per share and Hotel EBITDA Margin are non-GAAP financial measures. The Compensation Committee considers all relevant facts and circumstances when evaluating performance, including changing market conditions and broad corporate strategic initiatives, along with overall responsibilities and contributions, and retains the ability and authority to exercise its judgment and discretion to adjust an award up or down. Additionally, appropriate adjustments to objectives may be made based on transactions and significant market circumstances. For 2025, the Compensation Committee adjusted the performance metrics (other than individual performance objectives) to account for the disposition of one hotel which occurred during the year and after the adoption of the initial performance metrics. The weighting of each performance element for the annual bonus compensation program for each of our named executive officers in 2025 was as follows:
| Metric | Weighting | Threshold0.6x | Target1.0x | Maximum1.6x | Actual Performance |
|---|---|---|---|---|---|
| Adjusted FFO per share | 55.0% | $1.259 | $1.657 | $2.055 | $1.762 |
| Hotel EBITDA Margin | 15.0% | 22.0% | 25.0% | 28.0% | 26.0% |
| RevPAR | 10.0% | $174.67 | $183.86 | $193.05 | $180.65 |
| Individual Performance Objectives | 20.0% | Varies Per Executive | Achieved at Maximum Level | ||
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