Thomas Bardenett
About Thomas Bardenett
Executive Vice President & Chief Operating Officer at RLJ Lodging Trust; age 61; EVP & COO since September 2022, previously EVP, Asset Management (September 2017–September 2022). Education: B.S., Communications, State University of New York at Oswego (1986) . RLJ’s 2024 operating scorecard: RevPAR up 2.0% and total revenue up 3.2%; Comparable Hotel EBITDA was $398.0 million, and Company TSR over 2024 equated to $63.80 per $100 invested versus $85.80 for peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Extended Stay America (NYSE: STAY) | Chief Operating Officer | 2015–2017 | Led operations at a major extended-stay platform |
| Crossroads Hospitality (Interstate Hotels & Resorts division) | President | 2012–2015 | Oversaw portfolio operations and growth initiatives |
| Crossroads Hospitality | Executive Vice President | 2004–2011 | Drove multi-property performance optimization |
| Crossroads Hospitality | SVP, Sales & Marketing | 1998–2004 | Led commercial engine across sales and marketing |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $550,000 | $565,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Annual Cash Bonus ($) | $600,000 | $640,000 | $535,000 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout impact | Vesting / Notes |
|---|---|---|---|---|---|
| Achieve full-year Hotel EBITDA | 40% | $410MM | $398.0MM (between threshold and target) | Contributed below-target portion to cash bonus | Annual cash bonus; formulaic with corporate/individual mix |
| Leverage reduction (Net Debt/EBITDA) | 20% | 5.00x | 5.04x (between threshold and target) | Slightly below target | Same as above |
| Market share gains (RevPAR Index) | 25% | 40% of hotels gain share | 48% (between target and max) | Above target; positive impact | Same as above |
| Launch 4 strategic conversions | 10% | Complete 4 | Achieved target (4) | Met target | Same as above |
| Publish formal GRESB report | 5% | Publish | Achieved target | Met target | Same as above |
| 2024 Annual Cash Bonus outcome | — | $565,000 | $535,000 (94.7% of target) | — | — |
| Equity Award Type | Grant Date | Units/Target | Vesting | Value |
|---|---|---|---|---|
| Time-based Restricted Shares (2023 performance) | 2/16/2024 | 65,811 shares | Ratable over 3 years | $769,989 grant date FV |
| 2024 Multi-Year Performance Units (TSR-based) | 2/16/2024 | Threshold: 32,906; Target: 65,811; Max: 131,622 | Cliff at 3 years, relative TSR with absolute TSR modifiers | $995,720 grant date FV |
| 2025 Multi-Year Performance Units (TSR-based) | 3/18/2025 | Threshold: 43,601; Target: 87,202; Max: 174,404 | Cliff at 3 years, relative TSR with absolute TSR modifiers | Target share outcomes per plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 298,568 shares/OP units; less than 1% of shares outstanding |
| Unvested time-based shares (12/31/2024) | 114,260 shares ($1,166,595 at $10.21 close) |
| Unvested performance units (12/31/2024) | 114,299 units (plan mix across 2022/2023 target and 2024 threshold) |
| Vested share awards in 2024 | 119,737 shares; $1,340,876 realized value |
| Options outstanding | None disclosed; equity program uses restricted shares and PSUs; no option exercise price reported |
| Ownership guidelines | COO required to hold 3x salary; all NEOs met as of 12/31/2024 (except GC within 5-year window) |
| Hedging/pledging | Prohibited for insiders; no pledging or margin accounts allowed |
Employment Terms
| Term | Detail |
|---|---|
| Agreement date / role | Amended & restated employment agreement dated December 20, 2024; EVP & COO |
| Term and renewal | Initial term to February 1, 2028; auto 1-year extension unless either party gives 60 days’ notice |
| Non-compete / non-solicit | Applies during term and for 12 months after term |
| Target bonus | 100% of base salary; annual bonus 80% corporate goals / 20% individual |
| Clawback | 3-year recoupment for restatements; forfeiture/recoupment provisions for misconduct |
| Gross-ups | No tax gross-up payments to executive officers |
| Change-in-control cash | No single-trigger cash severance; equity may accelerate on CIC per plan terms |
Potential payments (as of 12/31/2024):
| Scenario | Bonus Earned ($) | Accelerated TB Equity ($) | Accelerated PSUs ($) | Medical/Insurance ($) | Cash Severance ($) | Total ($) |
|---|---|---|---|---|---|---|
| Without Cause / Good Reason | 535,000 | 1,166,595 | 409,604 | 27,197 | 1,130,000 | 3,268,396 |
| Without Cause / Good Reason upon CIC | 535,000 | 1,166,595 | 1,502,963 | 27,197 | 1,130,000 | 4,361,755 |
| For Cause / Without Good Reason | — | — | — | — | — | — |
| Death or Disability | 535,000 | 1,166,595 | 409,604 | — | — | 2,111,199 |
| Retirement | 535,000 | 1,166,595 | 409,604 | — | — | 2,111,199 |
| CIC only (no termination) | — | 1,166,595 | 1,502,963 | — | — | 2,669,558 |
Notes: Severance mechanics for COO on termination without cause/for good reason: 12 months base salary, 12 months benefits, 1x target bonus, pro rata bonus, and equity vesting per plan/performance; equity acceleration on CIC follows TSR plan rules with target/actual modifiers .
Investment Implications
- Pay-for-performance linkage: COO’s bonus is highly formulaic (80% corporate metrics, 20% individual), with multi-year PSUs keyed to relative TSR and modifiers on absolute TSR—supporting alignment but capping upside if absolute TSR is negative .
- Retention and selling pressure: Significant time-based RSU tranches vest annually (114,260 unvested as of 12/31/2024), creating scheduled vesting events; multi-year PSUs vest cliff at 3 years, concentrating potential share delivery around TSR measurement ends .
- Event risk: No single-trigger cash severance, but equity can accelerate on CIC without termination, which can amplify event-driven realization; severance for COO is moderate (12 months base plus 1x target bonus) vs CEO/Executive Chair higher multiples, implying balanced retention economics .
- Alignment safeguards: 3x salary ownership guideline met; strict prohibition on hedging/pledging reduces misalignment and forced-selling risks .
- Execution scorecard: 2024 EBITDA and leverage finished between threshold/target, while market share gains and conversion delivery met/beat targets—COO’s individual achievements centered on portfolio operations and market share execution, reflected in a 94.7% of target bonus payout .