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
Summary of Potential Payments
The following table summarizes the payments that would be made to our named executive officers upon the occurrence of certain qualifying terminations of employment or a change in control, assuming such named executive officer’s termination of employment with the Company occurred on December 31, 2025. No payments would be owed to any of the named executive officers and no accelerated vesting of equity awards would occur in the event of a termination “for cause” or resignation without “good reason.”Amounts shown in the table below do not include (1) accrued but unpaid salary or bonuses, (2) deductions for federal, state and/or excise tax obligations, or (3) other benefits earned or accrued by the named executive officer during his employment that are available to all salaried employees, such as accrued vacation, and assume that the "best pay cap" reduction described above would not apply.
| Name | Benefit | Upon Death or Disability | Change of Control (No Termination) | Termination Without Cause or For Good Reason (No Change in Control) | Termination Without Cause or For Good Reason (Change in Control)(1) |
|---|---|---|---|---|---|
| Marcel Verbaas | Cash Severance(2) | $— | $— | $7,265,700 | $8,795,700 |
| Accelerated Vesting of Equity Awards(3) | $13,225,747 | $17,216,035 | $13,225,747 | $17,216,035 | |
| Reimbursement of COBRA Premiums(4) | $— | $— | $52,478 | $52,478 | |
| Total | $13,225,747 | $17,216,035 | $20,543,925 | $26,064,213 | |
| Barry A.N. Bloom | Cash Severance(2) | $— | $— | $2,610,000 | $3,335,000 |
| Accelerated Vesting of Equity Awards(3) | $6,517,770 | $8,484,428 | $6,517,770 | $8,484,428 | |
| Reimbursement of COBRA Premiums(4) | $— | $— | $36,507 | $36,507 | |
| Total | $6,517,770 | $8,484,428 | $9,164,277 | $11,855,935 | |
| Atish Shah | Cash Severance(2) | $— | $— | $2,200,000 | $2,750,000 |
| Accelerated Vesting of Equity Awards(3) | $5,163,553 | $6,761,420 | $5,163,553 | $6,761,420 | |
| Reimbursement of COBRA Premiums(4) | $— | $— | $18,251 | $18,251 | |
| Total | $5,163,553 | $6,761,420 | $7,381,804 | $9,529,671 | |
| Taylor C. Kessel | Cash Severance(2) | $— | $— | $1,900,000 | $2,375,000 |
| Accelerated Vesting of Equity Awards(3) | $3,183,389 | $4,166,728 | $3,183,389 | $4,166,728 | |
| Reimbursement of COBRA Premiums(4) | $— | $— | $52,713 | $52,713 | |
| Total | $3,183,389 | $4,166,728 | $5,136,102 | $6,594,441 | |
| Joseph T. Johnson | Cash Severance(2) | $— | $— | $1,452,500 | $1,763,750 |
| Accelerated Vesting of Equity Awards(3) | $2,149,101 | $2,804,162 | $2,149,101 | $2,804,162 | |
| Reimbursement of COBRA Premiums(4) | $— | $— | $52,713 | $52,713 | |
| Total | $2,149,101 | $2,804,162 | $3,654,314 | $4,620,625 |
(1)Includes amounts which would be payable upon the occurrence of a change in control or a qualifying termination of employment following a change in control.
(2)Represents a multiple of the sum of the named executive officer’s annual base salary and target bonus for the year in which the qualifying termination occurs. The multiple varies by executive. For additional details, see“Severance Agreements” above.
(3)Represents the aggregate value of the named executive officer’s unvested equity awards which would vest in connection with a termination due to death or "disability", upon a change in control, or in connection with executive’s qualifying termination of employment, as applicable, calculated by multiplying the applicable number of equity award units subject to each equity award by $14.14, the Company’s common stock closing price as of December 31, 2025.
(4)Represents reimbursement of COBRA premiums. The amounts associated with COBRA premiums were calculated using 2025 enrollment rates multiplied by the maximum 18 month period during which the executive may be entitled to reimbursement of COBRA premiums.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.