Robert McCarthy
About Robert J. McCarthy
Independent trustee of RLJ Lodging Trust since February 2018; age 71 as of March 24, 2025. Former Chief Operations Officer and Group President of the Americas at Marriott International, with oversight of 4 continental divisions and 20 brands. Currently Chairman of McCarthy Investments, LLC and Chairman of Hotel Development Partners; B.S., Business Administration, Villanova University. Core credentials: deep lodging operations, revenue management, brand and construction oversight, and hotel M&A/dispositions experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | Chief Operations Officer; previously Group President, Americas | Through 2014 (retired 2014) | Oversight of global lodging services, Ritz-Carlton; responsibility for ~4,000 hotels across 20 brands |
| Meeting Play (hospitality tech) | Director (prior) | Not disclosed | Industry technology exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McCarthy Investments, LLC | Chairman | 2014–present | Focused on cyber/corporate intelligence and early/mid-stage tech investments |
| Hotel Development Partners | Chairman | 2014–present | JV acquiring/developing premier-branded select-service hotels |
| Santander Consumer USA (NYSE: SC) | Director (prior) | Within past five years | Prior public company board service; no current public boards disclosed for McCarthy |
Board Governance
- Independence: The Board affirmatively determined McCarthy is independent under NYSE and SEC rules .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Attendance and engagement: Board and applicable committee meeting attendance was 100% for all trustees in 2024; all trustees also had 100% attendance at the 2024 annual meeting .
- Committee focus areas tied to his roles: Audit Committee oversight includes financial reporting integrity, internal controls, related-party transaction review, and cybersecurity/IT risk; Nominating & Governance oversees board operations, governance policy, and ESG oversight .
- Executive sessions: Non-management/independent trustee executive sessions are held at each regular Board and committee meeting; presided over by the Lead Independent Trustee .
Fixed Compensation (Director)
| Component | 2024 Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer (Board) | $80,000 | Standard for non-employee trustees |
| Committee fees | $10,000 (Audit member); $7,500 (Nominating & Governance member) | Matches disclosed schedule; sums to $97,500 cash fees earned for McCarthy |
| Committee chair fees | $0 | Not a chair |
| Equity (annual grant) | $130,000 target; $127,681 grant-date fair value (11,711 restricted shares) | Granted 2024; vests ratably on first four quarterly anniversaries; as of 12/31/24, each non-employee trustee held 5,856 unvested restricted shares |
| Meeting fees | None disclosed | No per-meeting fees disclosed |
| Perquisites | Up to $12,500 hotel allowance (if used) | McCarthy’s “All Other Compensation” was $3,015 (dividends only), indicating no hotel allowance usage in 2024 |
Total 2024 Director Compensation for McCarthy: $228,196 (Cash $97,500; Share awards $127,681; All other $3,015) .
Performance Compensation (Director)
| Award Type | Performance Metrics | Payout Curve | Vesting |
|---|---|---|---|
| Restricted Shares (time-based) | N/A (no performance metrics for directors) | N/A | Quarterly ratable vesting over 1 year for annual director grant |
The Company employs rigorous performance metrics (EBITDA, TSR) for executives; director equity is time-based to align interests without short-term incentives .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Santander Consumer USA (NYSE: SC) | Director (prior, within past five years) | Not disclosed | No 2024 Compensation Committee interlocks at RLJ; RLJ’s Compensation Committee comprised Bayh, Davis, Collins and reported no interlocks |
Expertise & Qualifications
- Lodging operating excellence (revenue management, sales, marketing, brand, architecture & construction, information services) .
- Transactional experience in hotel acquisitions/dispositions; contributes to Audit and Nominating & Governance oversight through deep industry operating lens .
- Audit oversight context includes cybersecurity risk familiarity via committee remit .
Equity Ownership
| Holder | Beneficial Ownership (Shares/OP Units) | % of Shares Outstanding | Unvested Restricted Shares (12/31/24) | Ownership Guidelines Status |
|---|---|---|---|---|
| Robert J. McCarthy | 62,789 | <1% | 5,856 | Trustees must hold 5x base annual cash retainer; as of 12/31/24, all trustees met the guideline except Ms. Zeigler (within the 5-year transition) |
- Anti-hedging/pledging: Company policy prohibits hedging or pledging of securities .
Insider Trades (Form 4)
| Date | Form | Transaction | Amount/Price | Notes/Source |
|---|---|---|---|---|
| Apr 29, 2024 | Form 4 | Receipt of director annual restricted share grant | 11,711 RS; grant-date fair value $127,681 | Director equity program; vesting quarterly; filing available via SEC and RLJ investor site |
Governance Assessment
Strengths
- Independent trustee with 100% Board and committee attendance in 2024; active on Audit and Nominating & Governance, the two committees most directly tied to financial integrity, related-party review, board composition, and ESG oversight .
- Relevant, high-credibility lodging operator background from Marriott, supporting oversight of capital allocation, conversions, and portfolio optimization .
- Alignment mechanisms: annual equity in RLJ stock; robust ownership guidelines for trustees; company-wide prohibitions on hedging/pledging; presence of clawback policy at the executive level, and strong shareholder support for pay program (91% 2024 say-on-pay) bolstering governance sentiment .
Watch items
- External chair roles in hotel investment/development (Hotel Development Partners) create theoretical conflict potential if transactions with RLJ were contemplated; no related-party transactions involving McCarthy were disclosed for 2024. Audit Committee monitors related-party transactions under a formal policy .
- Concentrated industry background is a strength for strategy but increases importance of continued independence vigilance; current independence affirmed by the Board .
Notes on Related-Party Exposure
- The proxy discloses related-party items involving RLJ Companies (Executive Chairman’s affiliate) such as a sublease and shared employee costs; no McCarthy-related transactions were disclosed. Related-party transactions are reviewed annually under a formal policy and overseen by the Audit Committee .
Board Context Signals
- 2024 Board/committee meetings: Board (4), Audit (4), Compensation (7), Nominating & Governance (4), with 100% attendance across trustees—indicates high engagement and coordinated oversight cadence .
- Independent oversight reinforced by separate Executive Chairman and CEO roles, Lead Independent Trustee, annual elections, and majority voting standard—supportive of investor confidence in board process quality .