Nikhil Bhalla
About Nikhil Bhalla
Nikhil Bhalla, 51, was appointed Senior Vice President, Chief Financial Officer and Treasurer of RLJ Lodging Trust effective September 15, 2025. He joined RLJ in July 2015 and progressed through finance, treasury, corporate strategy, investor relations, and FP&A leadership roles before his CFO appointment; he holds a bachelor’s in Hotel Administration from Welcomgroup Graduate School of Hotel Administration (1995) and a master’s in hospitality administration/management from Cornell University (2003) . RLJ’s executive pay-for-performance framework links compensation to Comparable Hotel EBITDA, RevPAR, and Total Shareholder Return, aligning incentives with shareholder outcomes . RLJ also maintains robust governance policies, including clawbacks, prohibition of hedging/pledging, and stock ownership guidelines that apply to the CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RLJ Lodging Trust | VP, Finance & FP&A | Jul 2015–Mar 2019 | Built FP&A capabilities and supported financial planning . |
| RLJ Lodging Trust | VP & Treasurer, Corporate Strategy & IR | Mar 2019–Mar 2021 | Advanced treasury, corporate strategy, and investor relations positioning . |
| RLJ Lodging Trust | SVP, Finance & Treasurer | Mar 2021–Sep 2025 | Led finance and treasury, underpinning balance sheet strategy . |
| RLJ Lodging Trust | SVP, CFO & Treasurer | Sep 2025–Present | Executive leadership of finance; drive capital allocation and strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FBR Capital Markets & Co. | Vice President, Equity Research | Sep 2008–Jul 2015 | Sell-side coverage in hospitality/real estate; analytical rigor into CFO toolkit . |
| Host Hotels & Resorts | Director, Feasibility & Strategic Analysis | Jun 2006–Jul 2008 | Deal analysis and feasibility for lodging assets . |
| Susquehanna International Group | Senior Associate | Jan 2005–May 2006 | Exposure to markets and analytics . |
| CB Richard Ellis (CBRE) | Positions held (titles/dates not disclosed) | Not disclosed | Built real estate sector experience . |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $425,000 | Payable semi-monthly; subject to annual review and may be increased, not decreased . |
| Target Annual Cash Bonus | 75% of base salary | Bonus based on Company and executive performance; paid by March 15 following the plan year . |
| Benefits | Eligible | Life, health, disability, pension/deferred compensation and incentive plans; expense reimbursement; standard executive benefits . |
| Equity Eligibility | Eligible | Options, restricted shares/RSUs, and LTIP units subject to vesting and award terms . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Mechanics |
|---|---|---|---|---|---|
| Corporate annual objectives (EBITDA budget, leverage reduction, market share gains, 4 strategic conversions, formal GRESB report) | 80% of CFO annual bonus | Target bonus = 75% of base salary | Not yet disclosed for Mr. Bhalla (appointed for 2025 cycle) | Not yet disclosed for Mr. Bhalla | Annual restricted share grants vest in equal installments over three years; performance share units are tied to relative TSR over rolling 3-year periods, with caps/reductions if absolute TSR is negative . |
| Individual performance objectives | 20% of CFO annual bonus | Target bonus = 75% of base salary | Not yet disclosed for Mr. Bhalla | Not yet disclosed for Mr. Bhalla | Same equity structure and vesting as above . |
Notes:
- 2025 proxy covers 2024 NEOs and does not include Mr. Bhalla-specific bonus outcomes; he became CFO in September 2025 .
- RLJ’s multi-year performance equity awards use relative TSR percentiles with change-in-control treatment as described below .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Officer Stock Ownership Guidelines | CFO must hold RLJ shares valued at 3x salary within five years of becoming an executive officer; progress is monitored annually . |
| Hedging/Pledging | RLJ prohibits hedging and pledging of Company securities (alignment positive) . |
| Equity Structure | Mix of time-based restricted shares (annual grants; 3-year ratable vesting) and multi-year PSUs tied to relative TSR over 3-year performance periods . |
Employment Terms
| Term | Detail |
|---|---|
| Effective Date | September 15, 2025 . |
| Title | Senior Vice President, Chief Financial Officer and Treasurer . |
| Contract Term | Initial term 3 years from commencement; automatic 12-month renewal unless either party gives 60 days’ notice; 8-K summary notes total term through Sept 15, 2029 including renewal . |
| Non-Compete | 12 months post-termination; covers material lines of business (hotel investments); limited carve-outs (≤1% passive public holdings, professional services not involving RLJ’s material business) . |
| Non-Solicit | 12 months post-termination; applies to clients and senior employees . |
| Severance (Without Cause / Good Reason) | Pro rata bonus for year of termination; 12 months’ base salary continuation; 12 months’ life/health coverage (or cash equivalent); lump sum equal to 1x target annual bonus paid on first anniversary; accelerated vesting of unvested equity (performance awards may vest contingent on subsequent certification of results) subject to execution of a release . |
| Death/Disability/Retirement | Pro rata bonus; full vesting of time-based equity; performance awards vest pro rata or upon certification per plan terms for retirement; immediate vesting at death . |
| Change-in-Control (CIC) Treatment | RLJ does not provide single-trigger cash severance; cash severance requires termination (double-trigger). PSUs vest at target if <50% of performance period complete at CIC; if ≥50% complete, vest at greater of target or actual performance; time-based awards accelerate at CIC per plan . |
| Clawback | Executive subject to RLJ recoupment/clawback policies for incentive compensation; 3-year lookback tied to accounting restatements . |
| 280G Cutback | Parachute payment limitation to maximize after-tax outcomes; sequencing rules prioritize reductions in cash, COBRA, then equity acceleration if needed . |
| Dispute Resolution | Mediation followed by arbitration in Maryland; RLJ may seek injunctive relief to enforce restrictive covenants; jury trial waived . |
| 409A Compliance | Installments treated as separate payments; specified employee delay rules and reimbursement timing provisions included . |
Investment Implications
- Strong pay-for-performance alignment: CFO annual bonus design is 80% tied to rigorous corporate goals (EBITDA budget, leverage reduction, market share, conversions, GRESB) and 20% to individual performance; long-term equity is TSR-based PSUs over three years, with time-based RS vesting for retention . This ties compensation to operational execution and market returns.
- Retention risk appears mitigated: Non-compete/non-solicit (12 months), severance economics (12 months base, 1x target bonus, benefits), and equity vesting acceleration contingent on performance certification reduce voluntary exit risk while preserving alignment via clawbacks and CIC double-trigger standards .
- Alignment safeguards: CFO must reach 3x salary ownership within five years; hedging/pledging prohibited; parachute cutback reduces excessive CIC windfalls, limiting misaligned payouts .
- Trading signals: Equity awards include three-year TSR PSUs; negative absolute TSR caps awards, tempering upside in down markets. Accelerated vesting mechanics at termination/CIC can create event-driven supply dynamics but are tempered by double-trigger for cash and performance certification for PSUs, reducing opportunistic vesting risk .
Overall: Bhalla’s compensation structure emphasizes TSR and EBITDA-linked outcomes, robust governance (clawback, no hedging/pledging, double-trigger CIC), and retention mechanisms. These features support alignment with shareholders and reduce governance risk while making future bonus and PSU payouts sensitive to RLJ’s operational leverage reduction and market performance .