Arlene Isaacs-Lowe
About Arlene Isaacs-Lowe
Arlene Isaacs-Lowe (age 65) has served as an independent director of Xenia Hotels & Resorts since March 2022 (3 years of board tenure). She retired from Moody’s Corporation in June 2022 after 24 years across credit analysis, EMEA relationship management, corporate social responsibility (Global Head of CSR), and President of the Moody’s Foundation; she holds a Bachelor’s from Howard University and an MBA from Fordham University and is a member of the NYSSCPAs, NYSSA, and CFA Institute . She brings expertise in credit markets, risk management, commercial real estate, and ESG strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moody’s Corporation | Special Advisor to executive leadership; Global Head of Corporate Social Responsibility; President, Moody’s Foundation; SVP/Lead Credit Analyst; leadership in EMEA relationship management and U.S. FI, Public & Infrastructure | 24 years, retired June 2022 | Led credit, business development/account management, and CSR programs; executive leadership contributions |
External Roles
| Organization | Role | Sector | Committees/Notes |
|---|---|---|---|
| Compass PLC | Non-executive director | Food and support services (FTSE100) | Not disclosed in XHR proxy |
| Equitable Holdings | Independent director | Financial services | Not disclosed in XHR proxy |
Board Governance
- Independence: Board determined Isaacs-Lowe is independent under NYSE standards; 7 of 8 director nominees independent .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee composition: Audit chaired by Beverly K. Goulet; members include Isaacs-Lowe and Mary E. McCormick; all qualify as “audit committee financial experts” . Nominating & Governance chaired by Mary E. McCormick; members include Isaacs-Lowe, Thomas M. Gartland, Dennis D. Oklak; all independent .
- Attendance: In 2024 the Board met 7 times; Audit 5; Compensation 5; Nominating & Governance 5. No incumbent director attended fewer than 75% of meetings; aggregate director attendance >99%; all directors present at the 2024 annual meeting .
- Lead Independent Director: Dennis D. Oklak; executive sessions held regularly without management .
- Stock ownership & retention: Non-employee directors must hold stock equal to 5x annual base retainer; retention of at least 75% of net shares until guideline met; compliant or expected to meet within time period . Anti-hedging and anti-pledging policy applies to directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $75,000 | Director Compensation Program (effective Jan 1, 2020) |
| Audit Committee Member Retainer | $10,000 | Non-chair member |
| Nominating & Governance Committee Member Retainer | $7,500 | Non-chair member |
| 2024 Cash Fees Earned | $92,500 | Sum of retainers for Isaacs-Lowe |
| Annual Equity Grant (LTIP Units) | $100,001 grant-date fair value | Awarded at annual meeting; fully vested |
| Units Granted 2024 | 6,766 LTIP Units | Determined by dividing $100,000 by closing price on grant date; fully vested |
Director equity is granted as fully vested LTIP Units or, in some circumstances, shares; awards for non-employee directors were fully vested on grant in 2024 .
Performance Compensation
| Performance-linked pay components | Status |
|---|---|
| Performance RSUs/PSUs, options, performance cash | Not applicable for XHR directors; annual director equity grants are fully vested LTIP Units and not tied to performance metrics |
- Meeting fees: Not disclosed as part of the program; compensation delivered via annual cash and committee retainers plus annual equity .
- Clawbacks, severance, tax gross-ups: Clawback policy applies to executive incentive-based pay (not director pay); Company discloses no tax gross-ups and double-trigger for executive severance (director severance not applicable) .
Other Directorships & Interlocks
| Company | Relationship to XHR | Potential interlock/conflict note |
|---|---|---|
| Compass PLC | None disclosed | No related-party transactions disclosed involving Compass; Board independence review considers ordinary-course room/meeting purchases by entities affiliated with directors |
| Equitable Holdings | None disclosed | No related-party transactions disclosed involving Equitable; independence affirmed |
Expertise & Qualifications
- Credit markets, risk management, commercial real estate, corporate social responsibility/ESG .
- Professional memberships: NYSSCPAs, NYSSA, CFA Institute .
- Education: B.A. Howard University; MBA Fordham University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Arlene Isaacs-Lowe | 20,535 | <1% | Includes 20,084 shares redeemable from fully vested LTIP Units (subject to conversion to OP units and redemption) |
- Pledging/Hedging: Company prohibits pledging and hedging; proxy notes no director/EO shares pledged .
- Ownership guideline: 5x base retainer for non-employee directors; Company states all directors are compliant or expected to meet thresholds within the period .
Governance Assessment
- Strengths: Independent director with deep credit and risk expertise; active on Audit and Nominating committees with Audit Committee financial expert qualifications across members; strong attendance; robust governance practices (majority voting, proxy access, executive sessions, clawback, anti-hedging/pledging) support investor confidence .
- Alignment: Director pay structure is balanced—fixed cash retainer plus fully vested annual equity ($100k); ownership guidelines at 5x retainer and retention rules enhance alignment; 2024 say-on-pay support for executive program was 97%, indicating broader governance credibility .
- Conflicts/Related-party exposure: No related-person transactions disclosed for Isaacs-Lowe; Board independence determinations consider ordinary-course spend by affiliated entities; anti-hedging/pledging reduces misalignment risks .
- RED FLAGS: None observed—no attendance issues, no disclosed related-party transactions, no pledging/hedging, no option repricing. Note that director equity is fully vested at grant (not performance-conditioned), but ownership guidelines and retention mitigate risk of misalignment .
Additional signals: 2024 Board met 7 times and maintained >99% aggregate attendance; independent committees and Lead Director structure in place; shareholder-friendly provisions include majority voting, proxy access, MUTA opt-out, and absence of a poison pill .