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Xenia Hotels & Resorts, Inc.

For the period ended Mar 31, 2026. Filed Mar 31, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2026 · Filed Mar 31, 2026

XHR$21.39+0.8%Stored close · as of Nov 6, 2026
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Contents

PAY VERSUS PERFORMANCE

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

Year · Summary Compensation Table Total for PEO ($) · Compensation Actually Paid to PEO ($)(1)(2) · Average Summary Compensation Table Total for Non-PEO NEOs · Average Compensation Actually Paid to Non-PEO NEOs(1)(2) · Value of Initial Fixed $100Investment Based on: · Net Income (Loss) ($'s in 000's) · Adjusted FFO per Diluted Share(4)
Total Shareholder Return ($) · Peer Group Total Shareholder Return ($)(3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2025$7,048,188$10,053,344$2,552,820$3,420,695$104.56$124.28$66,899$1.76
2024$6,854,606$10,728,065$2,462,386$3,623,415$105.06$122.80$16,870$1.59
2023$7,264,099$5,405,767$2,538,957$1,899,090$93.11$136.48$19,874$1.54
2022$7,308,838$1,976,867$2,555,907$831,879$87.29$111.11$57,630$1.54
2021$6,953,315$8,830,606$2,394,401$2,938,620$119.14$118.86$(146,615)$0.28

(1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

YearPEONon-PEO NEOs
2025Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2024Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2023Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2022Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2021Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson

Compensation actually paid to our named executive officers represents the "Total" compensation reported in the "Summary Compensation Table" for the applicable fiscal year, as adjusted as follows:

20212022202320242025
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Summary Compensation Table Total Compensation$6,953,315$2,394,401$7,308,838$2,555,907$7,264,099$2,538,957$6,854,606$2,462,386$7,048,188$2,552,820
Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation for Applicable FY$(4,113,026)$(1,336,742)$(4,139,148)$(1,374,337)$(4,632,679)$(1,460,303)$(4,395,495)$(1,425,355)$(4,264,490)$(1,396,471)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End$3,861,825$1,255,101$2,157,125$716,240$3,754,048$1,183,343$6,030,854$1,955,661$5,460,736$1,788,200
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date$—$—$—$—$—$—$—$—$—$—
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date$1,139,787$324,636$(1,436,635)$(436,744)$(744,179)$(242,127)$287,449$94,630$546,783$171,712
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End$988,705$301,224$(2,005,634)$(650,494)$(635,848)$(211,161)$1,433,455$452,161$575,588$186,782
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date$—$—$92,321$21,307$400,326$90,381$517,196$83,932$686,539$117,652
Compensation Actually Paid$8,830,606$2,938,620$1,976,867$831,879$5,405,767$1,899,090$10,728,065$3,623,415$10,053,344$3,420,695

(2)Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (i) for solely service-vesting awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 12 to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.

(3)For the relevant fiscal year, represents the cumulative TSR (the "Peer Group TSR") of the Dow Jones U.S. Hotel and Lodging REIT Index.

(4)Adjusted FFO per Diluted Share is a non-GAAP measure. We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains (losses) from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary. We further adjust FFO for certain additional items that are not in Nareit’s definition of FFO such as terminated transaction and pre-opening expenses, amortization of debt origination costs and share-based compensation, non-cash ground rent and straight-line rent expense, operating results from properties that are sold and other items we believe do not represent recurring operations. Adjusted FFO per Diluted Share represents Adjusted FFO divided by our weighted-average number of shares of common stock outstanding plus the weighted-average vested Operating Partnership units for the respective periods as presented in our press release for the quarters and years ended December 31, 2025, 2024, 2023, 2022 and 2021 furnished on Form 8-K, dated February 24, 2026, February 25, 2025, February 27, 2024, March 1, 2023 and March 1, 2022, respectively.

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