Matthew P. Rash
About Matthew P. Rash
Matthew P. Rash is Senior Vice President, Chief Legal Officer and Secretary of Apple Hospitality REIT, Inc. (APLE), appointed effective April 1, 2020; he joined the Company in March 2019 after serving as Partner (2016–2019) and Associate (2005–2015) at McGuireWoods LLP; he holds a J.D. from the University of Richmond and a B.A. in Government and Foreign Affairs from the University of Virginia; age 46 . During 2024, APLE delivered RevPAR of $118.54 (+2.5% YoY), Adjusted EBITDAre of $467.216 million, and MFFO of $388.511 million; over 2020–2024, cumulative TSR reached $115.39 (vs. peers $91.43), and APLE’s three‑year relative TSR reached the 86th percentile in 2024 performance measurement .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Apple Hospitality REIT, Inc. | SVP, Chief Legal Officer & Secretary | 2020–present | Oversees all legal matters; serves on ESG Advisory Committee; corporate secretary responsibilities . |
| Apple Hospitality REIT, Inc. | SVP & General Counsel | 2019–2020 | Led legal function; supported transactions and governance . |
| McGuireWoods LLP | Partner (Real Estate) | 2016–2019 | Led commercial real estate transactions incl. acquisitions, dispositions, lending, including work with Apple REIT Companies . |
| McGuireWoods LLP | Associate (Real Estate) | 2005–2015 | Executed real estate transactional work across M&A/financing . |
| U.S. District Court, E.D. Va. | Law Clerk to Hon. James R. Spencer | 2004–2005 | Federal judicial clerkship; litigation and research support . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Virginia Chamber of Commerce | Board of Directors | N/A | Statewide business advocacy; governance role . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary ($) | Not disclosed | Mr. Rash is not a Named Executive Officer (NEO) in 2024; APLE discloses salaries for NEOs only . |
| Perquisites/benefits | Limited, generally consistent with employees | APLE provides medical, dental, life, disability, 401(k) with match; limited perquisites; NEO illustration shown; programs apply broadly company‑wide . |
Performance Compensation
APLE discloses its NEO incentive framework (50% shareholder return metrics; 50% operational performance goals/metrics). While Mr. Rash’s individual awards are not disclosed for 2024, these metrics reflect the Company’s executive pay-for-performance design.
| Metric | Weight | Target | Actual | Payout (as % of target) |
|---|---|---|---|---|
| Comparable Hotels RevPAR Change | 7.5% | 3.0% | 1.4% | 0.0% |
| Comparable Hotels Adjusted Hotel EBITDA Margin % | 7.5% | 35.1% | 36.0% | 15.0% |
| Adjusted EBITDAre ($000s) | 7.5% | 463,000 | 467,216 | 10.4% |
| Modified FFO per Share | 7.5% | 1.61 | 1.61 | 7.5% |
| Manage 2024 Capital Expenditures ($000s) | 7.5% | 80,000 | 78,262 | 10.1% |
| Balance sheet/capital allocation (discretionary goal) | 6.25% | Target | Above Target | 9.38% |
| Build market forecasting capabilities (discretionary goal) | 6.25% | Target | Target | 6.25% |
| Total shareholder return (1‑yr absolute) | 4.2% | 7.0% | -1.3% | 0.0% |
| Total shareholder return (2‑yr absolute) | 4.2% | 13.0% | 10.8% | 3.4% |
| Total shareholder return (3‑yr absolute) | 4.2% | 18.0% | 13.4% | 2.8% |
| Relative TSR (1‑yr vs peer group) | 12.5% | 55th pct | 44th pct | 10.2% |
| Relative TSR (2‑yr vs peer group) | 12.5% | 55th pct | 39th pct | 9.2% |
| Relative TSR (3‑yr vs peer group) | 12.5% | 55th pct | 86th pct | 25.0% |
- Program design details: 75% of target incentive paid in common shares (two‑thirds vested at grant, one‑third time‑vests in December following grant); 25% in cash for operating metrics; shareholder return portion paid half vested shares/half restricted shares vesting in December; relative TSR requires 55th percentile for target .
Equity Ownership & Alignment
- Beneficial ownership: Individual ownership for Mr. Rash is not separately disclosed; directors and executive officers as a group owned 16,913,949 shares (7.1%) as of March 21, 2025 .
- Ownership guidelines: Executive officers (other than CEO) must hold APLE stock equal to 3x base salary; all current directors and executives have met or are within transition periods to meet guidelines .
- Hedging/pledging: Insider Trading Policy prohibits hedging and short sales; margin accounts prohibited; pledging limited to no more than 50% of individually held shares .
- Clawback: Incentive Compensation Recovery Policy adopted in 2023 provides mandatory recovery of erroneously awarded incentive-based compensation upon a restatement (three-year lookback) .
Employment Terms
- Employment agreements: APLE states it has no employment contracts with executive officers (indicative of at‑will employment) .
- Severance/change-in-control: APLE references a market‑aligned severance policy with “double trigger” for any change‑in‑control payments (i.e., severance/acceleration only upon both CIC and qualifying termination) .
- Tax gross‑ups: APLE discloses “No Tax Gross‑Up Payments” in executive compensation practices .
- Equity plan/vesting mechanics: Annual incentives heavily equity-based with a portion time‑vesting in December following grant; dividends on awards accrue and pay only upon vesting .
Performance & Track Record
| Performance indicator | 2024 (or period) | Notes |
|---|---|---|
| RevPAR ($) | 118.54 | +2.5% YoY (actual portfolio) . |
| Adjusted EBITDAre ($mm) | 467.216 | FY 2024 result . |
| MFFO ($mm) | 388.511 | FY 2024 result . |
| Cumulative TSR (2019–2024) | $115.39 on $100 base | Peer group: $91.43; APLE outperformance . |
| Relative TSR (3‑yr) | 86th percentile | Used in 2024 incentive; max payout for this metric . |
- Major initiatives cited by Compensation Committee: balance sheet management (term loan upsized to $130mm; repayment of $27mm secured mortgage), portfolio optimization (2 acquisitions, 6 dispositions), and $34.7mm share repurchases in 2024 .
Compensation Committee, Peer Group, and Governance Signals
- Pay design: ~78% of 2024 target executive compensation is incentive‑based; 50% tied to shareholder return, 50% to operational goals; ~75% of incentive paid in stock .
- Peer group for comp and relative TSR: DRH, HST, PK, PEB, RLJ, RHP, INN, SHO, XHR (plus CLDT for TSR peer set); updates in 2024 intended to better match APLE’s size/industry .
- Say‑on‑pay support: 97% approval in 2024, indicating strong shareholder alignment with compensation program .
Investment Implications
- Pay-for-performance alignment: Heavy weighting to objective TSR and operating metrics, with disciplined payout outcomes (e.g., 1‑yr TSR under target drove zero payout on that sub‑metric), suggests high alignment of incentives with shareholder value creation .
- Retention risk: Ownership requirements (3x salary), equity-heavy mix, and clawback policy mitigate misalignment; absence of single‑trigger CIC and no tax gross‑ups reduce governance risk. Limited disclosure on Mr. Rash’s individual awards (non‑NEO) is a transparency gap but common at REITs of APLE’s size .
- Execution track record: Outperformance on 3‑year relative TSR, steady RevPAR growth, and robust Adjusted EBITDAre/MFFO underpin incentive outcomes and support confidence in senior leadership’s strategy execution (including legal/risk management overseen by the CLO) .
Note: Where Mr. Rash’s individual compensation and ownership are not disclosed (non‑NEO), this report cites Company‑level executive compensation frameworks, policies, and performance applicable to the executive team.
References: APLE 2025 DEF 14A (April 3, 2025) .