Evan Bayh
About Evan Bayh
Independent trustee of RLJ Lodging Trust since 2011; age 69. Senior Advisor at Apollo Global Management (2010–present), former U.S. Senator (1999–2010) and Governor of Indiana (1989–1997). Education: B.S. in Business Economics (Indiana University) and J.D. (University of Virginia). The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Global Management | Senior Advisor | 2010–present | Government/regulatory and finance expertise |
| U.S. Senate | Senator (IN) | 1999–2010 | Served on 6 committees; chaired 2 subcommittees |
| Governor of Indiana | Governor | 1989–1997 | Executive leadership and policy experience |
| McGuireWoods LLC | Partner | 2010–2018 | Legal, corporate governance experience |
| Cozen O’Connor Public Strategies / Cozen O’Connor | Senior Advisor; Of Counsel | 2018–2019 | Public policy and legal advisory experience |
External Roles
| Company | Listed Ticker | Role | Notes |
|---|---|---|---|
| Berry Plastics | BERY | Director | Current public company board |
| Marathon Petroleum | MPC | Director | Current public company board |
| Fifth Third Bank | FITB | Director | Current public company board |
Board Governance
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member; chairs Nominating & Corporate Governance Committee per RLJ IR site .
- Attendance: 100% Board and applicable committee meeting attendance in 2024; Board met 4 times; Compensation Committee met 7 times; Nominating & Corporate Governance met 4 times .
- Independence: Determined independent by the Board (7 of 9 trustees independent; all committee members independent) .
- Years of service: Trustee since May 2011 .
| Election Outcome (2025 Annual Meeting) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Evan Bayh | 120,494,357 | 6,859,493 | 25,038 | 5,657,904 |
Fixed Compensation
| Component (Non-Employee Trustees) | RLJ Policy (2024) | Evan Bayh – 2024 Actual |
|---|---|---|
| Board annual cash retainer | $80,000 | $80,000 (part of fees earned) |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | $15,000 (chair) |
| Committee membership fee (Compensation) | $10,000 | $10,000 (member) |
| Lead Independent Trustee retainer | $30,000 | N/A (not lead) |
| Meeting fees | None | None disclosed |
| Hotel allowance | Up to $12,500/year | $331 utilized in 2024 |
| Dividends on unvested restricted shares | — | $3,015 included in “All Other Compensation” |
| Total fees earned (cash) | — | $105,000 |
| All Other Compensation (dividends + hotel allowance) | — | $3,345 |
Performance Compensation
| Equity Component | Grant Detail | Vesting | 2024 Amount |
|---|---|---|---|
| Annual restricted shares (Trustees) | Annual equity award valued at $130,000 (grant-date fair value recorded) | Vests ratably on first 4 quarterly anniversaries | 11,711 shares; grant-date fair value $127,681 |
| Unvested restricted shares at year-end | — | — | 5,856 unvested shares as of 12/31/2024 (per trustee) |
Note: Director equity grants are time-based; no director-specific performance metrics disclosed. RLJ prohibits hedging and pledging of Company securities by trustees and employees; robust clawback policy applies to executives (governance signal) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None in 2024; no insider participation or reciprocal board/compensation overlaps per SEC rules |
| Additional governance roles | Compensation Committee chaired by Nathaniel A. Davis; Bayh is a member |
Expertise & Qualifications
- Government and regulatory acumen; executive and management breadth; corporate governance; finance/M&A; global business; ESG leadership (sustainability, energy efficiency) .
- Education: B.S. Business Economics (Indiana University); J.D. (University of Virginia) .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (proxy as of 3/6/2025) | 97,442 shares; less than 1% of outstanding shares |
| Share ownership guidelines (Trustees) | 5x base annual cash retainer; Bayh in compliance (all trustees except Ms. Zeigler in compliance as of 12/31/2024) |
| Hedging/pledging | Prohibited by insider trading policy (alignment signal) |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-04-29 | 2025-04-25 | A – Award/Acquisition | 18,518 | $7.02 | 115,960 | https://www.sec.gov/Archives/edgar/data/1511337/000106299325008185/0001062993-25-008185-index.htm |
| 2024-04-29 | 2024-04-25 | A – Award/Acquisition | 11,711 | $11.10 | 97,442 | https://www.sec.gov/Archives/edgar/data/1511337/000106299324008982/0001062993-24-008982-index.htm |
Bayh also has a public IR biography indicating he chairs the Nominating & Corporate Governance Committee and is on the Compensation Committee .
Governance Assessment
- Board effectiveness: High engagement and attendance (100% in 2024) and strong refreshment with balanced tenure; Bayh re-elected in 2025 with 120.5M votes for vs 6.86M against (clear shareholder support) .
- Alignment: Director equity grants vest quarterly; Bayh meets RLJ’s stringent 5x retainer ownership guideline; hedging/pledging prohibited (reduces misalignment risk) .
- Independence and conflicts: Board determined Bayh independent; RLJ’s Related Party Transactions policy and Audit Committee oversight mitigate conflict risks; no related-party transactions disclosed involving Bayh .
- External board load: Serves on three public boards; RLJ Board concluded this does not impair service (monitor time commitments) .
- Compensation structure: Director pay is conservative—cash retainer plus modest committee fees and time-based equity; hotel allowance used minimally ($331) .
- Shareholder signals: 2025 Say-on-Pay passed (116.6M for vs 10.6M against), indicating broad support for compensation governance; trustee vote support similarly strong .
RED FLAGS
- None evident: 100% attendance; no interlocks; independence affirmed; no pledging; no related-party transactions involving Bayh disclosed .
Supporting References
- Committee assignments, independence, attendance, fees, and equity awards: RLJ 2025 DEF 14A .
- IR biography confirming chair role (Nominating & Corporate Governance): RLJ IR site .
- 2025 Annual Meeting vote outcomes: RLJ 8‑K (Item 5.07) .