Marcel Verbaas
About Marcel Verbaas
Marcel Verbaas (age 55) is Chair and Chief Executive Officer of Xenia Hotels & Resorts (XHR). He has served on XHR’s Board since its NYSE listing in February 2015 and was elected Chair in November 2017; he previously served as President & CEO of Xenia or its affiliates from 2007 to November 2017 and holds a Master’s Degree in Business Economics from Erasmus University Rotterdam . In 2024, portfolio RevPAR rose 1.7% to $172.36 on higher occupancy (67.4% vs 65.1%) offset by ADR down 1.8%; hotel operating income decreased 4.1%, Adjusted EBITDAre fell 5.8%, and Adjusted FFO per share was $1.59; cumulative TSR (SEC Pay vs Performance methodology) implied $77.05 value of a $100 initial investment in 2024 (vs $68.29 in 2023) .
Board service and governance: Verbaas is combined Chair & CEO with a Lead Independent Director structure (Dennis Oklak) and fully independent Audit, Compensation, and Nominating committees; 7 of 8 directors are independent, executive sessions occur regularly, and aggregated board/committee attendance exceeded 99% in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Xenia Hotels & Resorts/affiliates | President & CEO | 2007–Nov 2017 | Led formation/listing (2015) and strategic portfolio actions . |
| Xenia Hotels & Resorts | Chair of the Board | Nov 2017–present | Combined Chair/CEO; agenda-setting and strategy articulation . |
| CNL Hotels & Resorts, Inc. (REIT) | SVP & Chief Investment Officer | Dec 2004–Apr 2007 | Directed investment activities; executed sale of company in Apr 2007 . |
| CNL Retirement Corp. | SVP & Chief Investment Officer | Jun 2003–Dec 2004 | Oversaw >$2.5B acquisitions in senior housing/medical office . |
| CNL Hospitality Corp. | VP Real Estate Finance; SVP Project Finance | 2000–2003 | Financing of lodging properties . |
| Stormont Trice Development Corp. | Director, Corporate Finance | Pre-2000 | Hotel development corporate finance . |
| GE Capital; Ocwen Financial | Real estate finance roles | Pre-2000 | Lodging financing focus . |
External Roles
- Not disclosed in the proxy for Verbaas (no current public company directorships outside XHR identified) .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 900,000 | 900,000 | 900,000 |
| Stock Awards (Grant-date fair value, $) | 4,139,146 | 4,632,678 | 4,395,495 |
| Non-Equity Incentive (Annual bonus, $) | 2,250,000 | 1,710,979 | 1,538,663 |
| All Other Compensation ($) | 19,692 | 20,442 | 20,448 |
| Total ($) | 7,308,838 | 7,264,099 | 6,854,606 |
Additional fixed pay notes:
- 2025 approved base salary: $900,000 .
- CEO pay ratio: 25x (CEO total $6,854,606 vs median employee $270,751) for 2024 .
Performance Compensation
Annual Bonus (2024 plan and outcome)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout note |
|---|---|---|---|---|---|---|
| Adjusted FFO per share | 55.0% | $1.298 | $1.708 | $2.118 | $1.590 | Between threshold and target |
| Hotel EBITDA Margin | 15.0% | 23.1% | 26.1% | 29.1% | 24.7% | Between threshold and target |
| RevPAR | 10.0% | $167.48 | $176.30 | $185.11 | $172.36 | Between threshold and target |
| Individual Objectives | 20.0% | — | — | — | Achieved at maximum | Max payout on individual component |
Outcome for Verbaas (2024):
- Cash incentive earned: 171.0% of base salary; 100.6% of target; $1,538,663 .
Plan design notes:
- Committee may adjust objectives for transactions/market conditions (2024 metrics adjusted for a hotel disposition) .
- Non-GAAP definitions and rationale disclosed for Adjusted FFO per share and Hotel EBITDA Margin .
Long-Term Equity (2024 grants; vesting and metrics)
| Award | Units/Terms | Performance/Vesting |
|---|---|---|
| Class A Units (Performance LTIP) | Total units granted 522,925 to Verbaas; Absolute TSR base units 113,679; Relative TSR base units 341,038 . | 3-year performance period (1/1/2024–12/31/2026); 25% based on absolute annualized TSR (<6% = 0%; 6% = 14.29%; 9% = 42.90%; >13% = 100%, interpolated) and 75% based on relative TSR vs Equity Award Peer Group (<25th pct=0%; 25th=14.29%; 50th=42.90%; >75th=100%, interpolated) . Distribution equivalent units accrue on vested base units up to the grant max . |
| Time-Based LTIP Units | 64,960 units to Verbaas . | Vests 33%/33%/34% on each of the first three anniversaries of vesting commencement date (2024 grant: March 2, 2025; March 2, 2026; March 2, 2027), service-based . |
Outstanding unvested awards as of 12/31/2024 (market value uses $14.86):
- Class A Units (2023 grant): 450,912 unearned units; $6,700,552 (SEC requires max presentation given in-period performance at/between max) .
- Class A Units (2024 grant): 481,222 unearned units; $7,150,959 (max presentation) .
- Time-Based LTIP (2022/2023/2024 tranches): 75,834 ($1,126,893), 40,783 ($606,035), 64,960 ($965,306) respectively .
Change-in-control (CIC) and termination treatment:
- 2024 Class A Units: on CIC, greater of actual-to-date or target; qualifying termination pre-end of period: greater of prorated actual-to-date or target .
- Time-Based LTIP: full vesting upon CIC or qualifying termination .
- Retirement policy provides full vesting for time-based and prorated for performance awards upon “qualifying retirement”; as of 12/31/2024, only COO was eligible; CEO not eligible .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,442,528 shares (includes LTIP-derived shares); ~1.4% of outstanding . |
| Ownership guidelines | CEO must hold 5x base salary; 5-year attainment window; must retain at least 75% of net shares until compliant; all NEOs/directors in compliance or on track at filing . |
| Hedging/pledging | Prohibited for directors/officers/employees; no holding in margin accounts; company policy on anti-hedging/anti-pledging disclosed . |
| Shares pledged | None of the directors or executive officers (including CEO) have pledged beneficially owned shares . |
| Unvested vs. vested | See outstanding unvested equity table; unearned Class A performance awards remain at risk (vesting tied to 2023–2025 and 2024–2026 TSR outcomes) . |
Implications for selling pressure: time-based LTIP tranches vest annually over three years (2024 grant anniversaries: 2025/2026/2027), but 75% net share retention until guidelines met plus anti-pledging policy reduces near-term sell pressure; large performance awards could vest at period end depending on TSR outcomes (potential supply at 12/31/2025 and 12/31/2026 determinations) .
Employment Terms
| Provision | CEO (Marcel Verbaas) |
|---|---|
| Severance multiple (no CIC) | 2.99x base salary + target bonus; installments over 12 months . |
| Severance multiple (CIC double-trigger) | 2.99x base salary + target bonus; lump sum within 60 days post-termination within 24 months post-CIC; pro-rata target bonus . |
| Equity on CIC/termination | Performance awards: vest per actual-to-date or target as specified; time-based LTIP vests in full on CIC or qualifying termination . |
| COBRA reimbursement | Up to 18 months (CEO illustration $47,228) . |
| Non-compete/Nonsolicit | Post-termination non-compete 12 months for CEO; 6 months for other NEOs; non-disparagement; confidentiality indefinite . |
| Clawback | Mandatory compensation recovery policy compliant with SEC/NYSE; applies to incentive-based compensation upon accounting restatement . |
| Tax gross-ups | None for severance/CIC or otherwise; best-pay-cap mitigation for 280G excise tax . |
Board Service & Governance Roles
- Director since Feb 2015; Chair since Nov 2017; combined Chair/CEO structure reviewed annually; Lead Independent Director (Dennis Oklak) facilitates independent oversight; all three standing committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent; Verbaas chairs the Executive Committee .
- Independence mitigants include majority independent board (7/8), executive sessions at each regularly scheduled board meeting, majority voting with resignation policy, proxy access, and strong attendance (over 99% aggregated in 2024) .
Performance & Track Record
- 2024 portfolio performance: occupancy 67.4% (from 65.1%); ADR $255.62 (-1.8% YoY); RevPAR $172.32 (+1.7% YoY); hotel operating income $308.6M (-4.1% YoY) .
- Capital markets/liquidity: refinanced into an $825M senior unsecured credit facility (revolver $500M, term loans $225M + $100M DDTL); issued $400M 6.625% notes due 2030 to redeem $464.7M 2025 notes; year-end liquidity ~$568M (cash $78.2M + $490M revolver availability) .
- Capital allocation: ~$64M returned to shareholders (buybacks + dividends) and $140.6M invested in portfolio improvements; completed transformative renovation/upbranding of Grand Hyatt Scottsdale .
- Relative equity performance: highest annual total shareholder return in 2024 among the Equity Award Peer Group (used to support max individual bonus component) .
Compensation Structure Highlights (alignment and risk controls)
- At-risk mix: ~70% of CEO target total comp “at risk” via annual and long-term incentives .
- LTI design: 75% performance-based Class A Units (absolute & relative TSR) and 25% time-based LTIP; no stock options/SARs outstanding or granted .
- Strong governance: no tax gross-ups; double-trigger CIC; robust stock ownership guidelines; anti-hedging/anti-pledging; SEC/NYSE-compliant clawback .
Compensation Peer Group (for pay benchmarking)
- Apple Hospitality REIT; DiamondRock Hospitality; Park Hotels & Resorts; Pebblebrook Hotel Trust; RLJ Lodging Trust; Ryman Hospitality Properties; Summit Hotel Properties; Sunstone Hotel Investors .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support >97%; historical average ~96% (excluding 2021); consistent ongoing investor outreach (engaged with holders of >56% of shares in 2024) .
Director Compensation (for dual-role context)
- As an employee director, Verbaas does not receive director fees; non-employee director retainers and $100,000 annual equity grants apply only to independent directors .
Related Party Transactions
- Policy in place for pre-approval/ratification by Audit Committee; no specific related party transactions disclosed for Verbaas in the 2025 proxy .
Risk Indicators & Red Flags
- No hedging/pledging (policy); zero pledged shares among insiders (including CEO) .
- No option repricings and no use of options/SARs; equity uses LTIP units/RSUs-like structures .
- Clawback policy adopted; no severance/CIC tax gross-ups; double-trigger CIC mitigates windfalls .
- Strong say-on-pay results signal shareholder alignment; independent compensation consultant (Ferguson Partners Consulting) with no conflicts .
Investment Implications
- Pay-for-performance is tightly linked to TSR (both absolute and relative) with meaningful three-year performance leverage; this can amplify upside alignment if RevPAR recovery and margin execution continue, but also leaves a significant portion of CEO compensation at risk if TSR stalls versus peers .
- Near-term insider selling pressure appears moderated by 75% net share retention until ownership guidelines are met and anti-pledging constraints; however, performance units could create supply at the end of the 2023–2025 and 2024–2026 cycles if maximum vesting is achieved amid strong TSR, which merits monitoring around determination dates .
- CIC/termination protections (2.99x) are on the higher end but double-triggered and paired with a “best-pay cap” (no gross-up), balancing retention and shareholder protections; governance mitigants (Lead Director, fully independent committees, majority vote/resignation) offset combined Chair/CEO risks .
- Execution catalysts include realized ROI from large-scale renovations (e.g., Grand Hyatt Scottsdale), continued balance sheet flexibility post-refi, and RevPAR/margin trends; downside risks include ADR pressure, labor cost inflation, and macro softness impacting EBITDAre/FFO targets used in annual bonuses .