Patricia Gibson
About Patricia L. Gibson
Patricia L. Gibson, age 62, is an independent trustee of RLJ Lodging Trust, serving since August 2017. She is Co-Founder and CEO of Banner Oak Capital Partners and previously held senior roles at Hunt Realty Investments, Archon Group (Goldman Sachs), and The Travelers Realty Investment Company; she holds a B.S. in Finance (Fairfield University), an MBA (University of Connecticut), and is a CFA charterholder . The Board affirms her independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banner Oak Capital Partners, LP | Co-Founder & CEO | 2016–present | Leads real estate investment platform; asset management expertise |
| Hunt Realty Investments | President; Senior Vice President | 2010–2016; 1997–2010 | Led centralized real estate investment management for Hunt entities |
| Archon Group (Goldman Sachs) | Senior financial positions | Not disclosed | Finance/investment management experience |
| The Travelers Realty Investment Company | Director | 2000–2003 | Real estate investment leadership |
| FelCor Lodging Trust | Director | Mar 2016–Aug 2017 | Board service until FelCor merged into RLJ subsidiary |
External Roles
| Organization | Ticker | Role | Committee/Position | Notes |
|---|---|---|---|---|
| AIMCO (Apartment Investment & Management Co.) | AIV | Director | Investment Committee Chair | Public company directorship; real estate sector |
| Pacolet Milliken Enterprises, Inc. | — (private) | Director | — | Private investment company (energy, real estate) |
Board Governance
| Area | Detail | FY2024 Meetings | Attendance |
|---|---|---|---|
| Board of Trustees | Trustee | 4 | 100% (all trustees) |
| Audit Committee | Member (Chair: Robert M. La Forgia) | 4 | 100% |
| Nominating & Corporate Governance Committee | Member | 4 | 100% |
- Independence: Independent trustee under NYSE/SEC standards .
- Engagement: 100% attendance at Board and committee meetings in 2024 .
- Risk oversight: Active roles via Audit and Nominating committees (financial integrity, cybersecurity, ESG/human capital governance) .
Fixed Compensation
Director pay structure (FY2024):
| Board Role | Annual Retainer (Cash) | Annual Share Award (Restricted Shares, Grant-Date Value) |
|---|---|---|
| Board Trustee | $80,000 | $130,000 |
| Lead Independent Trustee (additional) | $30,000 | — |
| Committee Chair – Audit | $20,000 | — |
| Committee Chair – Compensation | $20,000 | — |
| Committee Chair – Nominating & Corporate Governance | $15,000 | — |
| Committee Member – Audit | $10,000 | — |
| Committee Member – Compensation | $10,000 | — |
| Committee Member – Nominating & Corporate Governance | $7,500 | — |
Patricia L. Gibson – 2024 Director Compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $97,500 |
| Share Awards (grant-date fair value) | $127,681 |
| All Other Compensation | $14,673 |
| Total | $239,854 |
- Annual equity grant: 11,711 restricted common shares to each non-employee trustee; vest ratably on the first four quarterly anniversaries (time-based) .
- Unvested at 12/31/2024: Each non-employee trustee held 5,856 unvested restricted shares .
- Dividends on unvested RS: $3,015 included in “All Other Compensation”; hotel allowance usage up to $12,500 per year—Gibson used $11,658 in 2024 .
Performance Compensation
| Element | Metrics | Notes |
|---|---|---|
| Director equity grants | None (time-based vesting only) | RLJ grants restricted shares with quarterly time-based vesting; trustee compensation not tied to revenue/EBITDA/TSR metrics; no options disclosed for trustees |
Other Directorships & Interlocks
| External Entity | Nature | Conflict Risk | Disclosure |
|---|---|---|---|
| AIMCO (AIV) | Multi-family REIT | Low—AIMCO is in apartments; RLJ is lodging; no disclosed related-party transactions with Ms. Gibson | Biography and Board matrix list AIMCO; no transactions tied to Ms. Gibson disclosed |
| Pacolet Milliken (private) | Private investment | Low—no disclosed RLJ dealings | Listed in biography; no RLJ transactions disclosed |
- Related-party transactions oversight is performed by the Audit Committee; RLJ’s 2024 related-party disclosures include an RLJ Companies sublease and shared staff costs, with no transactions involving Ms. Gibson noted .
- RLJ has a written Related Party Transactions Policy; Audit Committee reviews annually .
Expertise & Qualifications
- Significant finance, real estate investment, and asset management experience; leadership in managing real estate platforms and assets .
- Prior public company board experience in lodging (FelCor), and current public board role at AIMCO; experience in cybersecurity risk assessment .
- Educational and professional credentials: B.S. Finance, MBA, CFA charterholder .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares and OP units) | 108,266 |
| Ownership as % of shares outstanding | <1% (“*” indicates less than 1%) |
| Components (footnote) | 104,217 common shares plus 4,049 shares issuable upon conversion of preferred |
| Unvested restricted shares at 12/31/2024 | 5,856 |
| Trustee stock ownership guideline | 5x base annual cash retainer |
| Compliance status | Exceeds guideline as of 12/31/2024 (exception on Board is Zeigler, who is within transition window) |
| Hedging/pledging | Prohibited by insider trading policy (no hedging, short sales, margin accounts, or pledging) |
Governance Assessment
- Strengths: Independent trustee with 100% attendance; sits on Audit and Nominating committees that oversee financial reporting integrity, cybersecurity, ESG, and board effectiveness; deep finance/REIT background with CFA; robust ownership alignment through RS grants and compliance with 5x retainer guideline; RLJ policy prohibits hedging/pledging, supporting alignment .
- Director compensation: Balanced cash retainer plus time-vested RS grants; “All Other Compensation” includes dividends on unvested RS and permitted hotel allowance usage within policy limits; no director options or performance-linked metrics disclosed—reduces pay-for-performance sensitivity but aligns via share ownership .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Ms. Gibson; Audit Committee formally reviews related-party transactions; 2024 disclosures relate to RLJ Companies sublease and shared staff costs, not Ms. Gibson .
- Indemnification: Standard indemnification agreements for trustees consistent with Maryland law; common among REITs, but investors should monitor any litigation outcomes; not a red flag per se .
- Watch items: External commitments (AIMCO board, Investment Committee Chair) require time management—sector overlap is adjacent (multifamily vs lodging), with low direct conflict risk; monitor ongoing attendance and engagement (currently strong) .