Leslie Hale
About Leslie Hale
Leslie D. Hale is President, CEO, and Trustee of RLJ Lodging Trust, serving as CEO since August 2018; she is 52 years old, with a B.S. from Howard University and an MBA from Harvard Business School . In 2024, RLJ delivered 2.0% RevPAR growth and 3.2% total revenue growth, repurchased 2.3M shares for $22.0M (~$9.39/share), increased its quarterly dividend by 50%, and ended the year with >$900M liquidity, reflecting execution on conversions, acquisitions, and balance sheet management . Pay-versus-performance disclosures show 2024 TSR value of $63.80 on a $100 base versus peer group $85.80, with net income of $68.2M and Comparable Hotel EBITDA of $398.0M, framing the operating and shareholder return backdrop under Hale’s leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RLJ Lodging Trust | President & CEO | Aug 2018–present | Led portfolio repositioning, conversions, capital allocation, and balance sheet actions . |
| RLJ Lodging Trust | COO, CFO & EVP | 2016–2018 | Senior leadership through operating and finance roles . |
| RLJ Lodging Trust | CFO, EVP & Treasurer | 2011–2016 | Public REIT finance leadership post-IPO . |
| RLJ Development, LLC | CFO & SVP Real Estate/Finance; VP/Director | 2005–2011 | Led finance, tax, treasury, portfolio management, and real estate transactions at RLJ predecessor . |
| General Electric (GE Capital/GE Real Estate) | Vice President/Associate Director | 2002–2005 | Corporate finance and real estate capital roles . |
| Goldman Sachs & Co. | Investment Banker | Prior to 2002 | Capital markets and M&A foundation . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Delta Air Lines, Inc. | Director (public company) | Current | Corporate board service . |
| Macy’s, Inc. | Director (public company) | Prior 5 yrs | Prior large-cap retail board experience . |
| Howard University | Board of Trustees (member) | Current | Higher-education governance . |
| Federal Reserve Bank of Richmond – Baltimore Branch | Director | Current | Regional economic and risk oversight exposure . |
Fixed Compensation
| Metric (CEO) | 2024 |
|---|---|
| Base Salary ($) | $882,000 |
| Target Bonus (% of salary) | 175% |
| Actual 2024 Bonus Paid ($) | $1,536,100 |
Multi-year CEO compensation (SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $840,000 | $840,000 | $882,000 |
| Share Awards ($) | $5,801,716 | $6,510,572 | $6,889,568 |
| Non-Share Incentive Plan Comp (Cash Bonus) ($) | $1,664,000 | $1,727,000 | $1,536,100 |
| All Other Compensation ($) | $48,654 | $51,329 | $51,179 |
| Total ($) | $8,354,370 | $9,128,901 | $9,358,847 |
Performance Compensation
Annual incentive structure and outcomes (2024):
- 85% corporate; 15% individual for CEO; corporate goals achieved at 100.3% of target; CEO’s overall bonus paid at 99.5% of target .
| 2024 Priority | Performance Goal | Target | Measurement | Weight | Final Status |
|---|---|---|---|---|---|
| Operational performance | Achieve full-year Hotel EBITDA budget | $410MM | $398.0MM | 40% | Between Threshold and Target |
| Balance sheet | Reduce leverage (Net Debt/EBITDA) | 5.0x | 5.04x | 20% | Between Threshold and Target |
| Market share | Gain share at hotels (STR RevPAR Index) | 40% of hotels | 48% | 25% | Between Target and Maximum |
| Value creation | Complete and launch 4 conversions | 4 | 4 | 10% | Target |
| ESG | Publish formal GRESB report | Publish | Published | 5% | Target |
Equity awards design and CEO grants:
- Time-based restricted shares vest ratably over 3 years; annual grants determined by performance and peer context .
- Multi-Year Performance Share Units (PSUs): 3-year cliff vesting; earned 50–200% based on relative TSR (25th/50th/75th percentile) with absolute TSR modifiers if negative; dividends paid only after vesting .
| Plan | Grant Date | Shares (Threshold/Target/Max) | Vesting/Measurement | Key Conditions |
|---|---|---|---|---|
| 2024 Annual Restricted | 2/16/2024 | 256,786 (time-based) | 1/3 each year over 3 yrs | Time-based only |
| 2024 Multi-Year PSU | 2/16/2024 | 128,393 / 256,786 / 513,572 | 100% at end of 3-year period | Relative TSR 25th–75th pct; absolute TSR reduction/cap if negative |
| 2025 Multi-Year PSU | 3/18/2025 | 170,125 / 340,249 / 680,498 | 100% at end of 3-year period | Same TSR structure and modifiers |
Status of PSU tracking (as of 12/31/2024):
- 2024 PSU: tracking below threshold for relative TSR; 2023/2022 PSUs below threshold on absolute TSR and between threshold and target on relative TSR, indicating constrained near-term PSU payouts unless TSR improves .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,431,891 shares/OP units; <1% of outstanding (as of 3/6/2025) |
| Unvested Restricted Shares (12/31/2024) | 462,571; market value $4,722,850 at $10.21/share |
| Unearned PSUs at Target (12/31/2024) | 515,063; market value $5,258,793 at $10.21/share |
| Shares Vested in 2024 | 691,426; value realized $7,718,915 |
| Ownership Guidelines (Officer) | CEO 5x salary; executives subject to robust guidelines |
| Compliance Status (12/31/2024) | Each NEO exceeded required multiple except the GC (in window); CEO compliant |
| Hedging/Pledging | Company prohibits hedging and pledging of company stock |
| Time-Based Vesting | Annual restricted shares vest ratably over 3 years from grant |
Vesting cadence and PSU tracking suggest meaningful unvested equity alignment; PSU underperformance tracking reduces immediate share issuance risk, moderating near-term insider selling pressure from performance awards absent TSR improvement .
Employment Terms
- Agreement: CEO employment agreement dated March 29, 2023; 4-year term to March 29, 2027 with automatic 1-year extension unless either party gives 60 days’ notice; base salary set at $840,000 in agreement (subsequently increased in 2024); target bonus 175% .
- Restrictive Covenants: Non-compete and non-solicit apply during term and for 24 months after term .
- Severance (no-cause or good reason): Pro-rata bonus; 36 months of base salary; 24 months of benefits; 3x target annual bonus; accelerated vesting of time-based equity and performance equity (performance-based vesting typically subject to achievement unless termination at/after change in control); if termination due to employer’s non-renewal, salary continuation reduced to 24 months and 2x target bonus .
- Change in Control: No single-trigger cash severance; equity acceleration mechanics for PSUs: <50% period elapsed vests at target; ≥50% elapsed vests at greater of target or actual; cash severance requires termination (double trigger) .
- Clawback: 3-year mandatory recoupment for restatements; broader cancellation/forfeiture provisions for misconduct/policy violations .
- Policies: No tax gross-ups; no hedging/pledging; no single-trigger CIC cash severance .
Board Governance and Director Service
- Board Tenure and Roles: Trustee since May 2018; committees: none; not independent (as an executive); separate Executive Chairman and CEO roles with an empowered Lead Independent Trustee (Nathaniel A. Davis) .
- Attendance: 100% Board and committee meeting attendance by all trustees in 2024; all trustees attended the 2024 annual meeting .
- Director Pay: Employee trustees (Hale) receive no separate director compensation .
- Governance Quality: Majority independent board; annually elected; majority voting standard; active shareholder engagement; compensation committee fully independent and advised by Willis Towers Watson .
- Say-on-Pay: 2024 approval exceeded 91%, indicating strong shareholder support .
Performance & Track Record
- Operating and Capital Allocation: 2024 RevPAR +2.0%; total revenue +3.2%; 2.3M share repurchases for $22.0M (~$9.39/share); 50% dividend increase; >$900M liquidity; progress on conversions and targeted acquisitions .
- Financials (FY2024): Net income $68.2M; Comparable Hotel EBITDA $398.0M .
- Shareholder Returns (2024): TSR value $63.80 vs peer $85.80 (on a $100 base) .
Compensation Committee and Peer Benchmarking
- Committee: Nathaniel A. Davis (Chair), Evan Bayh, Arthur R. Collins; all independent; no interlocks in 2024 .
- Consultant: Willis Towers Watson retained by the committee as independent advisor .
- Peer Group Positioning: Targets between median and moderately above median of a defined REIT peer set; awards emphasize multi-year, TSR-based equity .
Related Party Transactions
- The proxy discloses a sublease of ~800 sq ft to RLJ Companies (affiliated with Executive Chairman Robert L. Johnson) and cost-sharing for a shared employee; no related-party transactions are disclosed for Ms. Hale .
Director Compensation (for reference)
- Employee trustees (including Hale) do not receive director fees; non-employee trustee compensation and equity vesting schedules are disclosed separately; trustee ownership guidelines set at 5x base cash retainer .
Investment Implications
- Alignment: CEO compensation is heavily performance-based (90% variable at risk in 2024), with multi-year PSUs tied to relative TSR and subject to negative absolute TSR modifiers; robust ownership guidelines (5x salary) and anti-hedging/pledging rules reinforce alignment .
- Retention and Contract Economics: Generous severance (36 months salary + 3x target bonus) and double-trigger CIC equity/cash provisions lower retention risk but elevate potential termination costs; non-compete/non-solicit at 24 months supports stability during transitions .
- Near-term Equity Supply: Significant unvested restricted stock (462,571) exists, but PSU programs were tracking below threshold as of YE2024, which may cap performance share issuance absent TSR improvement, moderating potential insider selling pressure from PSUs .
- Governance and Shareholder Support: Separate CEO/Chair, Lead Independent Trustee, independent committees, and 91%+ say-on-pay support mitigate dual-role concerns and endorse pay design; however, 2024 TSR lagged peers, suggesting PSU realizations depend on relative return improvement .