Robert Johnson
About Robert L. Johnson
Founder and Executive Chairman of RLJ Lodging Trust; age 78; trustee since 2011. Education: B.A., University of Illinois; MPA, Princeton University . Executive leadership spans RLJ Companies, RLJ Development, and Black Entertainment Television (BET; sold to Viacom in 2001), bringing real estate, finance, brand development, and multicultural marketing expertise to RLJ . Company performance metrics used for executive pay include RevPAR growth (2.0% in 2024), total revenue growth (3.2%), and TSR-based equity awards with relative percentile hurdles and absolute TSR caps .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RLJ Lodging Trust | Founder and Executive Chairman | 2011–present | Board leadership; strategic oversight; pay program alignment to EBITDA, market share, leverage reduction, conversions, ESG |
| The RLJ Companies LLC | Founder and Chairman | 2000–present | Diversified investments (PE, fintech retirement services, auto dealerships, streaming, gaming, sports betting) enhancing capital access and network |
| RLJ Development, LLC | Co‑Founder and Chairman | 2000 | Predecessor lodging real estate platform; seeded RLJ portfolio strategy |
| Black Entertainment Television (BET) | Founder; CEO until 2006; Chairman 1979–2006 | 1979–2006 | Founded and exited to Viacom (2001), demonstrating value creation and brand-building |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| G‑III Apparel Group, Ltd. | Director (current) | — | Current public company board |
| KB Home | Director (prior 5 years) | — | Prior public company board |
| Elevate Credit Inc. | Director (prior 5 years) | — | Prior public company board |
| Discovery, Inc. | Director (prior 5 years) | — | Prior public company board |
Fixed Compensation
Multi-year compensation summary (SEC-reported amounts):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 500,000 | 500,000 | 515,000 |
| Share Awards (grant-date fair value) | 1,587,809 | 1,619,527 | 1,639,608 |
| Non-Share Incentive (Annual Cash Bonus) | 746,000 | 760,800 | 645,800 |
| All Other Compensation | — | — | — |
| Total | 2,833,809 | 2,880,327 | 2,800,408 |
2024 annual bonus structure and outcome:
- Target bonus: 125% of base salary; Executive Chairman payout entirely formulaic on corporate goals .
- Payout ranges as % of base: Threshold 75%; Target 125%; Maximum 175%; Outperform 225% .
- Actual 2024 bonus: $645,800 (100.3% of target); 2024 target bonus $643,750 .
Performance Compensation
Annual cash bonus metrics (2024):
| Metric | Weight | Target | Actual | Payout Note |
|---|---|---|---|---|
| Full-year Hotel EBITDA | 40% | $410mm | $398.0mm (between threshold/target) | Below target; contributes to ~100.3% overall outcome |
| Leverage reduction (Net Debt/EBITDA) | 20% | 5.0x | 5.04x (between threshold/target) | Slight miss; mitigated by other metrics |
| Market share gains | 25% | 40% hotels gain share | 48% (between target/max) | Outperformance supports payout |
| Launch 4 strategic conversions | 10% | 4 by 12/31/24 | 4 (target achieved) | Value creation execution |
| Publish GRESB report | 5% | Publish formal report | Published (target achieved) | ESG advancement |
Multi-year performance equity awards (PSUs):
| Plan | Grant Date | Metric | Peer Percentiles | Absolute TSR Modifiers | Vesting |
|---|---|---|---|---|---|
| 2024 PSU | 2/16/2024 | Relative TSR vs hotel REIT peer group | 25th=50%; 50th=100%; 75th=200% | Reduce by 25% if abs. TSR <0 (not below target); cap max at 115% if abs. TSR ≤−15% | 100% at end of 3-year period; dividends paid after vest |
| 2025 PSU | 3/18/2025 | Relative TSR vs 14 company peer group | 25th=50%; 50th=100%; 75th=200% | Same modifiers as 2024 | 100% at end of 3-year period; dividends paid after vest |
Share opportunity by plan (Johnson):
| Plan | Threshold Shares | Target Shares | Maximum Shares |
|---|---|---|---|
| 2024 PSU | 30,556 | 61,111 | 122,222 |
| 2025 PSU | 40,487 | 80,973 | 161,946 |
Time-based annual equity awards:
- 2024 restricted shares: 61,111 shares; grant-date fair value $714,999; vest ratably over three years .
- Annual performance equity grants for 2024 performance approved March 2025: cash value $715,000; 3-year ratable vesting .
Outstanding awards status (tracking as of 12/31/2024):
- 2024 PSU: tracking below threshold for relative TSR .
- 2023/2022 PSU: below threshold for absolute TSR; above threshold but below target for relative TSR .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares + OP units) | 1,730,334 |
| Ownership as % of shares outstanding | 1.1% |
| OP units included (redeemable for shares/cash) | 335,250 |
| Unvested restricted shares (12/31/2024) | 113,598 ($1,159,836 at $10.21) |
| Unearned PSUs (12/31/2024) | 130,630 ($1,333,732) |
| Shares vested in 2024; value realized | 103,108; $1,186,764 |
| Ownership guideline (Executive Chairman) | 5x base salary; Johnson exceeds requirement |
| Hedging/pledging policy | Prohibited (no hedging, short sales, margin or pledging) |
Director compensation note: Johnson does not receive separate director fees; NEO compensation covers his service .
Employment Terms
| Term | Detail |
|---|---|
| Role & tenure | Executive Chairman since formation (2011) |
| Latest agreement | Amended and restated effective Nov 1, 2024; 3-year term through Nov 1, 2027 |
| Base salary (agreement) | $500,000, subject to Compensation Committee increase |
| Target bonus | 125% of base salary; formulaic corporate goals for Johnson |
| Non-compete / non-solicit | Applies during term and for 24 months after term |
| Severance (without cause / good reason) | Pro‑rata bonus; salary continuation up to 36 months; 3x target bonus; 24 months life/health; accelerated vesting (performance vesting may require performance unless at/after CIC) |
| Severance (after 2nd anniversary) | Salary continuation for 24 months; 2x target bonus |
| Change-in-control (CIC) | No single-trigger cash severance; equity vesting at target or based on actual performance depending on timing; performance satisfaction not required for pro‑rata bonus at/after CIC |
| Quantified separation values (illustrative 12/31/2024) | Total w/o cause: $5,792,545; with CIC: $6,925,555; death/disability: $2,316,295; CIC-only: $2,805,555 |
| Clawback | Three-year look-back for restatements; broader recoupment triggers for misconduct/policy violations |
| Tax gross-ups | None for executives |
Board Service, Governance, and Dual-Role Implications
- Executive Chairman; not “independent” under NYSE/SEC due to executive role; no standing committee memberships .
- Separate Executive Chairman and CEO roles; Lead Independent Trustee in place with robust responsibilities; all Board committees comprised solely of independent trustees; 100% Board and committee attendance in 2024 .
- Governance mitigants include majority independent Board (7 of 9), executive sessions without management, majority voting, ownership guidelines (5x salary), and prohibition on hedging/pledging .
Related Party Transactions (risk indicators)
- RLJ Companies (Johnson-affiliated) subleases ~800 sq ft in RLJ HQ; paid ~$15,000 rent and ~$36,000 for a shared employee portion in 2024; policy requires Audit Committee review/disclosure .
- RLJ Development (Johnson has equity interest) received OP units at IPO; registration rights in place for common shares issuable upon OP unit redemption; filings made to satisfy obligations .
Compensation Peer Group, Say-on-Pay, and Consultant
- Compensation aligned to peers (hospitality REITs and certain Maryland-based REITs), generally targeted between median and moderately above median; separate Executive Chairman peer group used given role separation .
- 2024 Say‑on‑Pay approval exceeded 91% .
- Independent consultant (Willis Towers Watson) retained by Compensation Committee .
Investment Implications
- Alignment: High at-risk mix with formulaic corporate metrics and multi-year TSR PSUs; ownership guidelines met; hedging/pledging banned—favorable for shareholder alignment .
- Retention/overhang: Significant unvested equity (restricted and PSUs) and robust severance (up to 36 months salary + 3x target bonus) reduce near-term departure risk but create payout obligations in downside scenarios or CIC .
- Performance signals: 2024 bonus paid at ~100% reflects mixed execution—EBITDA/leverage slightly below target offset by market share gains, conversions, and ESG delivery; multi-year PSUs currently below threshold on some awards, indicating disciplined payout linkage to TSR .
- Governance: Dual role (Executive Chairman) is counterbalanced by separate CEO, strong Lead Independent Trustee, fully independent committees, and active executive sessions—mitigates independence concerns while preserving founder strategic influence .
Overall, Johnson’s package emphasizes long-term shareholder return with explicit TSR hurdles and diversified annual operating objectives; severance and CIC terms are double-trigger and consistent with REIT norms, while related-party activity is minor and disclosed, reducing conflict risk .