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
Outstanding Performance-Based Equity Awards
In February 2023, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which vested based on our TSR during the performance period commencing on January 1, 2023 and ending on December 31, 2025 (the“2023-2025 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2023-2025 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2023-2025 Performance Period was above threshold, at 7.88% which was between threshold and target and thus resulted in 32.22% of the absolute Class A Unit awards vesting. Our relative TSR during the 2023-2025 Performance Period was between target and maximum, at the 70th percentile and thus resulted in 88.58% of the relative Class A Unit awards vesting.
In February 2024, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which will vest based on our TSR during the performance period commencing on January 1, 2024 and ending on December 31, 2026 (the“2024-2026 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2024-2026 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2024-2026 Performance Period as of December 31, 2025 was between threshold and target, at 6.92% and thus would have resulted in 23.06% of the absolute Class A Unit awards vesting had the performance period ended on December 31, 2025. Our relative TSR during the 2024-2026 Performance Period as of December 31, 2025 was above maximum, at the 100th percentile and thus would have resulted in 100.00% of the relative Class A Unit awards vesting had the performance period ended on December 31, 2025.
In February 2025, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which will vest based on our TSR during the performance period commencing on January 1, 2025 and ending on December 31, 2027 (the“2025-2027 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2025-2027 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2025-2027 Performance Period as of December 31, 2025 was below threshold, at 2.05% and thus would have resulted in none of the absolute Class A Unit awards vesting had the performance period ended on December 31, 2025. Our relative TSR during the 2025-2027 Performance Period as of December 31, 2025 was above maximum, at the 80th percentile and thus would have resulted in 100.00% of the relative Class A Unit awards vesting had the performance period ended on December 31, 2025.
The following is a timeline tracking the status of the unvested performance-based equity awards as of December 31, 2025:
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