Arthur Collins
About Arthur R. Collins
Arthur R. Collins (age 65) is an independent trustee of RLJ Lodging Trust, serving since November 2016. He is Founder and Chairman of theGROUP, a government relations and public affairs consulting firm (1989–present), and holds a B.A. in Accounting and Finance from Florida A&M University and an honorary Doctor of Humane Letters from FAMU . The Board has affirmatively determined that Mr. Collins is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| theGROUP | Founder and Chairman | 1989–present | Government relations and public affairs expertise |
Note: Additional prior nonprofit board roles are disclosed without dates (e.g., former Chair, Florida A&M University Board of Trustees; former Vice Chair, Brookings Institution; trustee roles at Meridian International Center), so they are omitted from this table per “dates required” instruction .
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| KB Home (NYSE: KBH) | Director | Current | Board determined this outside service does not impair RLJ service |
| AFLAC, Inc. (NYSE: AFL) | Director | Current | Board determined this outside service does not impair RLJ service |
| Morehouse School of Medicine | Chairman, Board of Trustees | Current | Nonprofit |
| Ford’s Theatre | Trustee | Current | Nonprofit |
| Smithsonian National Museum of Asian Art | Trustee | Current | Nonprofit |
Board Governance
- Committee memberships: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Chair roles: None; Compensation Committee chaired by Nathaniel A. Davis (Lead Independent Trustee) .
- Independence status: Independent trustee under NYSE and SEC standards .
- Attendance and engagement: 100% Board and applicable committee meeting attendance by all trustees in 2024; 100% attendance at the 2024 annual meeting .
- 2024 meeting cadence: Board (4), Audit (4), Compensation (7), Nominating & Corporate Governance (4) .
- Executive sessions: Non‑management/independent trustees hold executive sessions at each regularly scheduled Board and committee meeting, presided over by the Lead Independent Trustee .
- Board structure: Separate Executive Chairman and CEO; Lead Independent Trustee with robust authority; 7 of 9 trustees independent; majority voting in uncontested elections .
Fixed Compensation (Director)
| Component | Policy/Amount | Mr. Collins – 2024 |
|---|---|---|
| Annual cash retainer (Board) | $80,000 cash; payable quarterly; directors may elect shares instead of cash | Included in fees earned |
| Committee membership fees | Compensation: $10,000; Nominating & Corporate Governance: $7,500 | Included in fees earned; aligns with $97,500 total cash |
| Committee chair fees | Audit Chair $20,000; Compensation Chair $20,000; Nominating Chair $15,000 | N/A (not chair) |
| Meeting fees | None disclosed | N/A |
| Hotel allowance | Up to $12,500/year; forfeited if unused | Not utilized by Mr. Collins in 2024 (only certain trustees listed) |
| 2024 Director Compensation (Mr. Collins) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $97,500 |
| Share Awards (grant-date fair value) | $127,681 (11,711 RS; 5,856 unvested at 12/31/24) |
| All Other Compensation | $3,015 (dividends on unvested RS) |
| Total | $228,196 |
Performance Compensation (Director Equity)
- Annual equity grant: Restricted shares valued at $130,000 (grant-date value varies with price); vests ratably on the first four quarterly anniversaries of grant, subject to continued service .
- 2024 grant to Mr. Collins: $127,681 grant‑date fair value; 11,711 restricted shares; 5,856 unvested at year‑end; received $3,015 dividends on unvested RS .
Other Directorships & Interlocks
- Public company boards: KB Home; AFLAC (current) .
- Compensation Committee interlocks: None in 2024; Collins served on RLJ’s Compensation Committee with Bayh and Davis; no interlocks under SEC rules .
Expertise & Qualifications
- Core skills: Government affairs and regulatory expertise; ESG and associated risk knowledge; board governance; overall business acumen and public company board experience .
- Education: B.A., Accounting and Finance (Florida A&M University); Doctor of Humane Letters (FAMU) .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 42,469 shares/OP units; less than 1% of shares outstanding |
| Ownership guidelines | Non‑employee trustees: 5x base annual cash retainer; new trustees have 5 years to comply |
| Compliance | As of 12/31/24, all trustees exceeded guideline except Ms. Zeigler (within 5‑year window) |
| Hedging/pledging | Prohibited for trustees and employees under insider trading policy |
Section 16(a): Due to technical issues, a Form 4 for Mr. Collins was filed one day late in April 2024 .
Governance Assessment
- Positive signals: Independent status; dual committee service in Compensation and Nominating & Governance; 100% attendance; robust Board governance framework (separate Chair/CEO, empowered Lead Independent Trustee, majority voting, executive sessions) support board effectiveness and investor confidence .
- Pay alignment: Director pay mix balanced between cash retainer and time‑vested equity; share ownership guideline (5x retainer) and prohibition on hedging/pledging enhance alignment .
- Conflicts/related‑party: No related‑party transactions disclosed involving Mr. Collins; RLJ’s related‑party policy centralizes review via Audit Committee; separate related‑party arrangements disclosed pertain to RLJ Companies (not Collins) .
- Workload/overboarding: Two outside public boards; RLJ Board explicitly determined this does not impair his service on RLJ’s Board .
- Compensation committee rigor: All‑independent committee; no interlocks; use of independent consultant (Willis Towers Watson); no tax gross‑ups; no single‑trigger CIC; clawback policy applies to executives; while not directly about director pay, committee quality underpins governance credibility .
Overall: Collins brings government relations and ESG oversight expertise, clean independence profile, full attendance, and ownership alignment. No red‑flag conflicts or attendance issues are disclosed; only a minor late Form 4 technical filing in 2024 is noted .