Nathaniel Davis
About Nathaniel A. Davis
Lead Independent Trustee of RLJ Lodging Trust since July 2016; trustee since May 2011. Age 71 as of March 24, 2025. Former CEO and Executive Chairman of Stride, Inc. (formerly K12, Inc.). Education: B.S. Engineering (Stevens Institute of Technology); M.S. Computer Science (University of Pennsylvania); MBA (Wharton). Core credentials: extensive public company leadership, finance/accounting expertise, IT/cybersecurity oversight, sales/process management; serves as the Board’s independent leader and liaison to shareholders and presides over executive sessions of independent trustees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stride, Inc. (K12, Inc.) | CEO (2013–2016; 2018–2021); Executive Chairman (2018–2022) | 2013–2022 | Public company leadership, strategy and operations |
| RANND Advisory Group, LLC | Managing Director | 2003–2013 | VC/media/technology advisory |
| XM Satellite Radio | CEO & President; Director | CEO/Pres: 2006–2008; Director: 1999–2008 | Led a major broadcast tech company |
| Columbia Capital | Executive-in-Residence | 2003–2006 | Communications/tech investment experience |
| XO Communications | President & COO; Director | 2000–2003 | Telecom operating and board roles |
| Nextel, Inc. | Executive Vice President | 1998–2000 | Wireless operations leadership |
| MCI Communications | CFO, MCI Telecommunications; senior roles | 1982–1997 | Finance and enterprise leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unisys (NYSE: UIS) | Director | Current | Only current public company board disclosed |
| Stride, Inc. (NYSE: LRN) | Director/Chair | Within past five years (prior) | Prior public company board (within last five years) |
| KB Home (NYSE: KBH) | Director | Within past five years (prior) | Prior public company board (within last five years) |
| Mutual of America Capital Management LLC | Director | Current | Subsidiary board (investment adviser) |
Board Governance
- Independence and leadership: Independent trustee; Lead Independent Trustee since July 2016; presides over executive sessions and serves as liaison between management, independent trustees, and shareholders; regularly engages with major shareholders .
- Committees and chair roles: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. All committee members are independent .
- Attendance and engagement: 2024 meetings held—Board: 4; Compensation: 7; Nominating & Corporate Governance: 4; 100% attendance by all trustees and for all applicable committees in 2024; 100% attendance at the 2024 Annual Meeting of Shareholders .
- Executive sessions: Non-management trustees (and at least annually, independent-only) meet in executive session; Lead Independent Trustee presides .
- Interlocks: Compensation Committee reported no interlocks with other companies during 2024 .
Shareholder Votes (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Nathaniel A. Davis | 121,292,759 | 6,024,742 | 61,387 | 5,657,904 |
| Say-on-Pay (advisory) | 116,630,550 | 10,584,018 | 164,320 | 5,657,904 |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $80,000 | Standard non-employee trustee cash retainer |
| Lead Independent Trustee retainer | $30,000 | Additional cash for lead role |
| Compensation Committee Chair fee | $20,000 | Chair fee |
| Nominating & Corporate Governance Committee member fee | $7,500 | Member fee |
| Fees earned or paid in cash (actual) | $137,500 | Matches schedule above |
| Other benefits | Up to $12,500 hotel allowance annually (use it or forfeit) | Four trustees used allowance in 2024; not itemized for Davis |
Performance Compensation (Director Equity)
| Component | 2024 Detail | Vesting/Notes |
|---|---|---|
| Annual Share Award (restricted shares) | Grant-date fair value $127,681; 11,711 shares | Vests ratably on the first four quarterly anniversaries of grant; dividends paid on unvested shares ($3,015 for Davis in 2024) |
| All Other Compensation (dividends on unvested shares) | $3,015 | Included in “All Other” for Davis; hotel allowance usage not disclosed for him |
| Total 2024 Director Compensation | $268,196 | Cash $137,500; Equity $127,681; Other $3,015 |
No director performance metrics apply to non-employee trustee equity awards; awards are time-vested restricted shares per the program .
Other Directorships & Interlocks
| Company | Exchange | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Unisys | NYSE: UIS | Director | No RLJ-reported compensation committee interlocks during 2024 |
| Stride, Inc. | NYSE: LRN | Former CEO/Executive Chairman; prior director | Prior five-year window; no interlocks reported in 2024 |
| KB Home | NYSE: KBH | Prior director | Prior five-year window; no interlocks reported in 2024 |
Expertise & Qualifications
- Degrees: B.S. Engineering (Stevens Institute of Technology); M.S. Computer Science (University of Pennsylvania); MBA (Wharton) .
- Board-identified skills: finance/accounting expertise; business plan/process management; IT and cybersecurity risk oversight; broad executive and entrepreneurial experience .
- Lead Independent Trustee responsibilities include agenda-setting input, presiding over independent sessions, oversight/management boundary-setting, and shareholder engagement .
Equity Ownership
| Holder | Beneficial Ownership (Shares + OP Units) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Nathaniel A. Davis | 55,134 | <1% | As of March 6, 2025; address c/o RLJ; SEC definition of beneficial ownership applies |
| Director ownership guideline | 5x base annual cash retainer | n/a | Each trustee exceeded guideline as of 12/31/2024, except Ms. Zeigler (within 5-year window) |
Recent Insider Transactions (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-04-25 | Award (A) | 18,518 | $7.02 | 73,652 | https://www.sec.gov/Archives/edgar/data/1511337/000106299325008186/0001062993-25-008186-index.htm |
| 2024-04-25 | Award (A) | 11,711 | $11.10 | 55,134 | https://www.sec.gov/Archives/edgar/data/1511337/000106299324008983/0001062993-24-008983-index.htm |
| 2023-11-10 | Sale (S) | 39,594 | $9.87 | 43,423 | https://www.sec.gov/Archives/edgar/data/1511337/000106299323020813/0001062993-23-020813-index.htm |
| 2023-04-28 | Award (A) | 12,871 | $10.10 | 83,017 | https://www.sec.gov/Archives/edgar/data/1511337/000106299323010482/0001062993-23-010482-index.htm |
- The proxy’s beneficial ownership table shows 55,134 shares/OP units for Davis as of March 6, 2025, consistent with the post-award position prior to the April 25, 2025 grant .
Governance Assessment
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Strengths
- Independent leadership: Long-tenured Lead Independent Trustee since 2016 with clear responsibilities and active shareholder engagement mandate .
- Committee effectiveness: Chairs the Compensation Committee; all committee members independent; no compensation committee interlocks in 2024 .
- Attendance: 100% attendance at Board and applicable committee meetings in 2024; robust meeting cadence (Board 4; Comp 7; Nominating 4) .
- Pay alignment for directors: Balanced mix of cash and time-vested equity; ownership guideline of 5x cash retainer; trustees (including Davis) exceeded guideline as of year-end 2024 .
- Shareholder support: 2025 say-on-pay received 116.6M “For” vs 10.6M “Against” votes (advisory approval) .
-
Watch items
- Insider sale in Nov 2023 (39,594 shares at $9.87) followed by routine annual equity awards in 2024 and 2025; net holdings increased post-2025 award. Monitor future transactions for signaling, pledging, or hedging (none disclosed) [SEC Form 4 URLs above].
- Related-party oversight relies on policy and Audit Committee review; no specific related-person transactions involving Davis disclosed in the proxy; continue monitoring annual disclosures .
-
Policy framework and controls
- Related Party Transactions Policy requires Audit Committee or disinterested trustee approval; annual review by Audit Committee .
- Corporate Governance Guidelines reviewed annually; include assignment of Lead Independent Trustee role and expectations for meeting and annual meeting attendance (met) .