xhr-20240401


TABLE OF CONTENTS
PROXY SUMMARY			1
PROXY STATEMENT			7
ARTICLE I: PROXY MATERIALS AND ANNUAL MEETING			8
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING			8
ARTICLE II: CORPORATE GOVERNANCE			13
PROPOSAL 1 - ELECTION OF DIRECTORS			13
OUR BOARD OF DIRECTORS			13
Directors Standing for Re-Election			13
Family Relationships			15
Corporate Governance Profile and Board Leadership Structure			15
Director Retirement Policy			16
Stockholder Engagement and Investor Outreach Program			16
Corporate Governance Developments			17
Stock Ownership Guidelines			18
Anti-Hedging and Anti-Pledging Policies			19
Clawback Policy			19
Corporate Responsibility			19
Corporate Citizenship, Community Impact and Diversity and Inclusion			19
Board Refreshment			20
Director Onboarding and Continuing Education			20
Succession Planning			20
Role of our Board of Directors in Risk Oversight			20
Board Committees			20
Director Independence			23
Corporate Governance Guidelines			23
Code of Ethics and Business Conduct			23
Stockholder Communications with our Board of Directors			24
Compensation Committee Interlocks and Insider Participation			24
Compensation of Directors			24
ARTICLE III: EXECUTIVE OFFICERS			26
ARTICLE IV: EXECUTIVE COMPENSATION			27
COMPENSATION DISCUSSION AND ANALYSIS			27
Executive Summary			27
Overview of Executive Compensation Program			29
Determination of Compensation			32
Elements of Executive Compensation Program			33
Accounting Considerations			41
COMPENSATION COMMITTEE REPORT			41
Summary Compensation Table			42
Grants of Plan-Based Awards			43
Narrative Disclosure to Compensation Tables			43
Outstanding Equity Awards as of December 31, 2023			44
Option Exercises and Stock Vested for the Year Ended December 31, 2023			45
Potential Payments Upon Termination or Change in Control			45
PAY VERSUS PERFORMANCE			48
CEO PAY RATIO			52
COMPENSATION RISK ASSESSMENT			52
PROPOSAL 2 – NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”)			54

Keith E. Bass

Thomas M. Gartland

Beverly K. Goulet

Arlene Isaacs-Lowe

Mary E. McCormick

Terrence Moorehead

Dennis D. Oklak

Marcel Verbaas

Knowledge, Skills
and Experience

Public Company Board Experience

Financial/Capital Allocation/
Corporate Finance

Risk Management Experience

Accounting Experience

Corporate Governance/Ethics

Legal/Regulatory/
Public Policy Experience

HR/Compensation Experience

Real Estate and/or REIT Experience

Executive Leadership Experience

Operational Experience

Travel and Lodging Experience

Strategic Planning/Oversight

Mergers and Acquisitions

Academia/Education

Capital Markets

Shareholder Advocacy/
Engagement Experience

Consumer Products

Marketing/Sales/Business Development Experience

Environmental Sustainability
and Climate Risk

Demographics

African American
or Black

White/Caucasian

Gender

Male

Female

Adopted proxy access

Stockholders have the right to amend the Company's bylaws

Majority voting standard for director elections

Common stock is the only class of voting security outstanding

All of our directors stand for election each year

Anti-hedging and anti-pledging policies

7 of 8 directors standing for re-election are independent

Executive and director stock ownership guidelines

Executive sessions of independent directors held at each regularly scheduled board meeting and chaired by the Lead Director

Opted out of all provisions of the Maryland Unsolicited Takeover Act (“MUTA”)

All Audit Committee members are financial experts

Robust succession planning for senior management

Annual Board and committee self-evaluations

Clawback policy in compliance with SEC rules and NYSE listing standards

Oversight of risk by the Board and select committees

No poison pill

The Audit, Compensation and Nominating and Corporate Governance committees include only independent directors

We publish an annual Corporate Responsibility Report available on our website at www.xeniareit.com/corporate-responsibility

We are committed to supporting the communities in which our properties are located. We also enable our employees to support the communities in which they live through our charitable organization spotlight program. We encourage our employees to give back to their communities in various ways, including regular team building events that benefit charities and through serving on charitable organization boards. Each year we invite several charitable organizations to visit our Company headquarters in order to share their purpose and needs with our employees. This program highlights altruistic opportunities in which our employees can and do participate. In 2019, we published our first Corporate Responsibility Report and in early 2020 we adopted and published our Enterprise Environmental Policy, Human Rights and Labor Rights Policy, and Supplier/Vendor Code of Conduct. In 2021, we published two updated Corporate Responsibility Reports disclosing key environmental sustainability metrics and other notable items, including our first Task Force on Climate-Related Financial Disclosures (“TCFD”) report to more specifically address climate-related risks to our business. In 2022, we set and published our intensity metric reduction targets for achievement by 2030. Our 2023 Corporate Responsibility Report which contains our interim progress towards our intensity metric reduction goals can be found on our website at www.xeniareit.com/corporate-responsibility. Neither our 2023 Corporate Responsibility Report nor our TCFD report is incorporated into this proxy statement, nor does either form a part of this proxy statement.

A: The Board of Directors is delivering or providing access to proxy materials to its stockholders in connection with its solicitation of proxies to vote at the Annual Meeting and at any postponement or adjournment thereof. The SEC has adopted rules permitting the electronic delivery of proxy materials. In accordance with those rules, we have elected to provide access to our proxy materials, which include this proxy statement and our Annual Report for the fiscal year ended December 31, 2023 at www.proxyvote.com. We sent the Notice to our stockholders as of the close of business on March 21, 2024, the record date, directing them to a website where they can access the proxy materials and view instructions on how to authorize proxies to vote their shares over the internet or by telephone. Stockholders who previously indicated a preference for paper copies of our proxy materials received paper copies. If you received a Notice but would like to request paper copies of our proxy materials going forward, you may still do so by following the instructions described in the Notice.

A: Only stockholders of record and beneficial owners of Xenia common stock as of the close of business on March 21, 2024, the record date, or their duly authorized proxies, will be entitled to attend the Annual Meeting. To gain admittance, stockholders (or their proxies) must first obtain an admission ticket by registering no later than Friday, May 10, 2024. To register, follow the instructions provided in "Article X: Attending the Annual Meeting" of this proxy statement. You must bring your admission ticket and a valid, government-issued photo identification (such as a valid driver’s license or passport) in order to gain access to the Annual Meeting. If you are a beneficial owner of Xenia common stock (as described in Question 6 below), you will need to obtain a legal proxy from your broker or other nominee in order to vote at the Annual Meeting (as described in Question 7 below).

Beneficial Owners: If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and the Notice (or in some cases as described above, a full set of proxy materials) is being forwarded to you automatically, along with instructions from your broker, bank or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee how to vote and are also invited to attend the Annual Meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a legal proxy from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, bank or other nominee has provided voting instructions for you to use in directing how to vote your shares. If you do not provide specific voting instructions by the deadline set forth in the materials you receive from your broker, bank or other nominee, your broker, bank or other nominee can vote your shares with respect to discretionary items but not with respect to non-discretionary items. See Question 10 below for more information about broker non-votes.

A: In the vote on the election of director nominees identified in this proxy statement to serve until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualify, stockholders may (1) vote for specific nominees; (2) vote against specific nominees; or (3) abstain from voting for any specific nominees. Under our bylaws, to be elected in an uncontested election, director nominees must receive the affirmative vote of a majority of the votes cast, which means that the number of shares voted for a nominee must exceed the number of shares voted against that nominee. Shares of common stock not voted (whether by abstention, broker non-vote or otherwise) will not be counted as a vote cast for or against a nominee’s election and will have no effect on the result of the vote. If an incumbent director were to fail to be re-elected by a majority of votes cast, that director would be required under our Corporate Governance Guidelines to offer to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action is recommended. The Board is required to act on

In the say-on-pay advisory vote, stockholders may (1) vote to approve the resolution; (2) vote against the resolution; or (3) abstain from voting on the resolution. The affirmative vote of a majority of all of the votes cast at the Annual Meeting is required to approve the non-binding advisory resolution on the compensation of our named executive officers. For purposes of this vote, shares of common stock not voted (whether by abstention, broker non-vote or otherwise) will not be counted as a vote cast and will have no effect on the result of the vote. Although the advisory vote on Proposal 2 is non-binding, as provided by law, the Board of Directors and the Compensation Committee will review the results of the vote and will take it into account in making future determinations concerning executive compensation. The Board of Directors unanimously recommends a vote FOR the approval of the compensation of the Company's named executive officers.

In the vote on the ratification of the appointment of KPMG LLP as Xenia’s independent registered public accounting firm for fiscal year 2024, stockholders may (1) vote for the ratification; (2) vote against the ratification; or (3) abstain from voting on the ratification. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024 will require the affirmative vote of a majority of the votes cast at the Annual Meeting; however, stockholder ratification is not required to authorize the appointment of KPMG LLP as our independent registered public accounting firm. For purposes of this vote, shares of common stock not voted (whether by abstention, broker non-vote or otherwise) will not be counted as a vote cast and will have no effect on the result of the vote. The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024.

A: A “broker non-vote” will occur with respect to any proposal that is a non-discretionary item if you are the beneficial owner of shares held by a broker or other custodian and you do not provide the broker or custodian with voting instructions with respect to such proposal. This is because under applicable New York Stock Exchange (“NYSE”) rules, a broker or custodian may not vote on these matters without instruction from the underlying beneficial owner. Because the ratification of auditors is considered a discretionary item for which a broker or other custodian may vote shares that are held in the name of a broker, bank or other nominee and which are not voted by the applicable beneficial owners, we do not expect to receive any broker non-votes with respect to this proposal. Except for the ratification of auditors, all of the proposals described in this proxy statement are non-discretionary items. A "broker non-vote" is not considered a vote "cast" and will not have any effect on the outcome of the election of directors, the say-on-pay advisory vote and the ratification of KPMG LLP as Xenia's independent registered public accounting firm for fiscal year 2024.

A: We will bear the entire cost of solicitation of proxies, including costs incurred in connection with preparation, assembly, printing and mailing of the Notice, this proxy statement and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of Xenia common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of Xenia common stock for their reasonable costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies may be supplemented by electronic means, mail, facsimile, telephone or personal solicitation by our directors, officers or other employees. No additional compensation will be paid to our directors, officers or other employees for such services.

Stockholders who wish to nominate persons for election to our Board of Directors or propose other matters to be considered at our 2025 annual meeting of stockholders must provide us advance notice of the director nomination or stockholder proposal, as well as the information specified in our current bylaws, no earlier than November 2, 2024 and no later than 5:00 p.m., Eastern Time, on December 2, 2024. Stockholders are advised to review our bylaws, which contain the requirements for advance notice of director nominations and stockholder proposals. Notice of director nominations and stockholder proposals must be mailed to our corporate secretary at our principal executive offices at 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801. The requirements for advance notice of stockholder proposals under our bylaws do not apply to proposals properly submitted under Rule 14a-8 under the Exchange Act, as those stockholder proposals are governed by Rule 14a-8.

A: You may submit names of potential director nominees for consideration by the Nominating and Corporate Governance Committee for nomination by our Board of Directors at the 2025 annual meeting of stockholders. Your submission should be mailed to our corporate secretary at our principal executive offices at 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801. See "Article II: Corporate Governance — Board Committees — Nominating and Corporate Governance Committee” for information on the nomination process used by our Nominating and Corporate Governance Committee and our Board of Directors. The deadline has passed to submit a potential director nominee to be considered for nomination by our Board of Directors at the 2024 Annual Meeting. The deadline to submit a potential director nominee for consideration by our Board of Directors for nomination at the 2025 annual meeting of stockholders is 5:00 p.m., Eastern Time, on December 2, 2024.

Marcel Verbaas (age 54) is our Chair and Chief Executive Officer. Previous to this role, Mr. Verbaas served as President and Chief Executive Officer with Xenia or its affiliated entities from 2007 until November 2017. Mr. Verbaas has also served on the Board since our listing on the NYSE in February 2015 and was elected Chair in November 2017. From December 2004 until the successful sale of the company in April 2007, Mr. Verbaas was Senior Vice President and Chief Investment Officer for CNL Hotels & Resorts, Inc., a real estate investment trust ("REIT"). In that capacity, he was responsible for the company’s investment activities, acquisitions and dispositions. Mr. Verbaas served as Senior Vice President and Chief Investment Officer for CNL Retirement Corporation from June 2003 to December 2004, during which time he oversaw more than $2.5 billion in acquisitions in the senior housing and medical office segments. From 2000 to 2003, Mr. Verbaas held the positions of Vice President of Real Estate Finance and Senior Vice President of Project Finance with CNL Hospitality Corporation, the former advisor to CNL Hotels and Resorts, Inc. Prior to joining CNL in 2000, Mr. Verbaas served as Director of Corporate Finance for Stormont Trice Development Corporation, a private hotel development company. Mr. Verbaas also held positions in real estate finance with GE Capital Corporation and Ocwen Financial Corporation where he primarily focused on the financing of lodging properties. Mr. Verbaas received his Master’s Degree in Business Economics from Erasmus University of Rotterdam, The Netherlands.

Dennis D. Oklak (age 70) has served on the Board since our listing on the NYSE in February 2015 and currently serves as Lead Director. Mr. Oklak served as Chief Executive Officer of Duke Realty Corporation, a publicly traded REIT focused on industrial and office properties, from April 2004 through December 2015, and served as Director from April 2004 and Chairman of the board of directors of Duke Realty Corporation from 2005 until April 2017. Mr. Oklak serves as a Director of Tutor Perini Corporation, a publicly traded commercial contractor, where he has served since May 2017. He also serves as the Non-Executive Chair of the Board of Managers of ITR Concession Company LLC, lessee of the Indiana Toll Road. Mr. Oklak serves as Chair of the Board of Directors of the Eskenazi Health Foundation. He holds a Bachelor’s degree from Ball State University.

Keith E. Bass (age 59) has served on the Board since our listing on the NYSE in February 2015. Mr. Bass currently serves as the Chief Executive Officer of Mattamy Homes US, one of the largest privately owned home-builders in North America. Mr. Bass served as President and Chief Executive Officer of WCI Communities, Inc., a lifestyle community developer and luxury homebuilder of single-and multi-family homes in Florida, from December 2012 until February 2017 and as a member of its board of directors since March 2012 until February 2017. Mr. Bass serves as a Director of Rayonier, Inc., where he has served since December 2017. From 2011 to November 2012, Mr. Bass was President of Pinnacle Land Advisors. From 2003 to 2011, Mr. Bass was an executive with The Ryland Group, and most recently, from 2008 to 2011, served as Senior Vice President of The Ryland Group and President of the South U.S. Region. From 2003 to 2008, Mr. Bass held the various titles at The Ryland Group of SE U.S. Region President, Orlando Division President and Vice President, Land Resources—SE U.S. Region. Prior to Ryland, Mr. Bass was President of the Florida Region of Taylor Woodrow from 1997 to 2003. He received a Bachelor’s degree in Business Administration from North Carolina Wesleyan College.

Thomas M. Gartland (age 66) has served on the Board since our listing on the NYSE in February 2015. Mr. Gartland currently serves as the Chairman and CEO of Monway Auto Transport, a privately-held North American transport company. Mr. Gartland also serves as director and chair of the governance committee and a member of the compensation committee of ABM Industries, Inc., a publicly traded provider of facility solutions, where he has served since October 2015. Mr. Gartland was President, North America for Avis Budget Group, a provider of vehicle rental services, from October 2011 until December 31, 2014. Mr. Gartland served as Executive Vice President of Sales, Marketing & Customer Care at Avis Budget Group, Inc. from April 2008 through October 2011, as a senior executive of JohnsonDiversey, Inc.’s from 1994 to 2008, including most recently as President of the North American Region from 2002 to 2008, and at Ecolab, Inc. from 1980 to 1994, most recently as Vice President and Director of National Accounts. He received a Bachelor’s degree in Business Administration/Marketing from the University of St. Thomas in St. Paul, Minnesota.

Beverly K. Goulet (age 69) has served on the Board since our listing on the NYSE in February 2015. Ms. Goulet served as Senior Vice President and Chief Integration Officer of American Airlines Group Inc. from February 2013 through November 2015 and Executive Vice President and Chief Integration Officer from December 2015 until her retirement from American Airlines in June 2017. Ms. Goulet serves as a Director of Rolls Royce PLC, where she has served since July 2017. Ms. Goulet previously served as a Director of Atlas Air Worldwide from May 2021 to March 2023. Ms. Goulet served as Chief Restructuring Officer of American Airlines from 2011 to 2013, and as Vice President—Corporate Development and Treasurer from 2002 to 2013. Prior to joining American Airlines, Ms. Goulet practiced corporate and securities law for 13 years. She received a Bachelor’s degree and a Juris Doctor from the University of Michigan.

Arlene Isaacs-Lowe (age 64) has served on the Board since March 2022. Ms. Isaacs-Lowe retired from Moody’s Corporation (“Moody’s”) on June 30, 2022 after 24 years with the company. During this tenure, she served as Special Advisor to the executive leadership team of Moody’s, Global Head of Corporate Social Responsibility, and as President of the Moody’s Foundation. Ms. Isaacs-Lowe additionally served as leader of the relationship management team responsible for Europe, the Middle East, and Africa and led business development and account management efforts for US Financial Institutions, Public, and Project and Infrastructure Finance for Moody’s Commercial Group. Before joining Moody’s Commercial Group, Ms. Isaacs-Lowe served as Senior Vice President and lead credit analyst in the Financial Institutions Group. Prior to her work with Moody’s, Ms. Isaacs-Lowe held positions

Mary E. McCormick (age 66) has served on the Board since our listing on the NYSE in February 2015. Ms. McCormick has extensive experience in real estate, capital markets and corporate governance and brings that expertise to Board discussions. From 2017 until May 2022, Ms. McCormick served as the Executive Director for the Center for Real Estate at The Fisher School of Business at The Ohio State University. From 2010 to 2016, Ms. McCormick was a Senior Advisor with Almanac Realty Investors, LLC. She served the Ohio Public Employees Retirement System from 1989 through 2005, where she was most recently responsible for directing the then $64 billion fund’s real estate investments. Ms. McCormick has held a number of leadership positions for a variety of national and regional real estate associations, including Chair of the Pension Real Estate Association. Ms. McCormick has served as a Director of EastGroup Properties, an industrial REIT, since 2005, as a Director of Broadstone Net Lease, a private REIT, from 2013 to 2016, and as a Director of Mid America Apartment Communities from 2006 to 2010. Ms. McCormick is a member of the Urban Land Institute, NAIOP, and the Pension Real Estate Association. She received a Bachelor’s degree and an MBA from The Ohio State University.

Terrence Moorehead (age 61) has served on the Board since May 2021. Mr. Moorehead currently serves as President and Chief Executive Officer and as a Director of Nature’s Sunshine Products, Inc. (“Nature’s Sunshine”), a publicly traded leading natural health and wellness company. Prior to joining Nature’s Sunshine in 2018, Mr. Moorehead held the role of Chief Executive Officer at Carlisle Etcetera LLC, from 2015 through 2018, and at Dana Beauty, Inc., from 2013 to 2015. From 1991 to 2013 he served in various leadership capacities at Avon Products, Inc., including, among other positions, as VP, Strategy and Digital- North America, President and Chairman of Avon Japan, President of Avon Canada, and General Manager of Avon Italy. Mr. Moorehead received his Masters of Business Administration from Columbia University and a Bachelor of Arts in Economics from Boston College.

Our Corporate Governance Guidelines provide that our Board of Directors shall select its chair and the Company’s chief executive officer in any way it considers to be in the best interests of the Company. Therefore, the Board does not have a policy on whether the role of the chair and chief executive officer should be separate or combined. The Board and the Nominating and Corporate Governance Committee review this structure each year and has determined that it is in our best interest not to separate these positions. Mr. Verbaas, our Chief Executive Officer, was appointed Chair of the Board and assumed the role effective November 2017. Mr. Verbaas possesses a detailed knowledge of our industry, as well as an understanding of both the opportunities and challenges we face. The Board thus believes that Mr. Verbaas is best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most important matters facing the Company. The Board also believes that Mr. Verbaas’ combined role ensures clear accountability, enhances our ability to articulate our strategy and message to our employees, stockholders and business partners and enables decisive overall leadership.

To promote the independence of the Board and appropriate oversight of management and to demonstrate our commitment to strong corporate governance, the independent directors have designated an independent, non-employee director to serve as our Lead Director. The Lead Director helps to facilitate free and open discussion and communication among the independent, non-employee directors. While we do not have a formal attendance policy regarding the Lead Director's attendance at all committee meetings, our Lead Director makes every effort to attend each committee meeting. We believe that regular meetings of independent directors, without management present, and permitting all directors to add items to the agenda of meetings of the Board and its committees mitigates the risk that having our Chief Executive Officer serve as our Chair may cause management to have undue influence on the Board. The responsibilities of the Lead Director are set forth in our Corporate Governance Guidelines. Mr. Oklak was appointed Lead Director and assumed the role effective May 2021. The Board believes this current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the stockholders and the Company’s overall corporate governance. The Nominating and Corporate Governance Committee and the Board will periodically review the leadership structure to determine whether it continues to best serve the Company and its stockholders.

conduct calls, meetings or property tours. In doing so, we provide a forum for discussions regarding the long-term strategy of value creation and feedback they might offer the Company. As a result, in 2023 and early 2024, the Company reached out to, met with or engaged with institutional investors holding over 65% of our common stock as of December 31, 2023, and we continue to engage with additional stockholders on an ongoing basis. These and other meetings have proved invaluable as a way to promote two-way dialogue with our stockholders regarding the Company's strategic vision for value creation; confirming the value of our stockholder-friendly governance structures and potential enhancements to our board composition and governance, our executive compensation program and alignment with a pay for performance model, our approach to sustainability, environmental and social responsibility matters and providing the Company with the opportunity to be responsive to stockholder feedback. The Board and management will continue this dialogue with our stockholders throughout the year and beyond.

In 2017, our Board of Directors determined that it was in the best interest of the Company to opt out of all of the provisions of MUTA. To effect that decision, in 2017 we filed articles supplementary to our charter with the State Department of Assessments and Taxation of Maryland and at the 2018 annual meeting of the stockholders we submitted for stockholder approval another amendment to our charter to eliminate our specific election to be subject to Section 3-804(c) of the MGCL. The 2018 charter amendment proposal received the requisite stockholder approval at the 2018 annual meeting of stockholders, and we amended our charter and bylaws to complete our full opt-out of MUTA. We are not permitted to opt back into any provisions of MUTA without the approval of our stockholders by the affirmative vote of at least a majority of the votes cast on the matter by stockholders of the Company entitled to vote generally in the election of directors of the Company.

We granted our stockholders a right to submit nominations for directors for inclusion in our proxy statement if both the stockholder proponents and their director nominees satisfy the requirements specified in our Company’s bylaws (our “bylaws”). This right is commonly known as “proxy access.” We adopted the “3/3/20/2 or 20” model for proxy access. A stockholder (or a group of up to 20 stockholders) owning at least 3% (including at least 0.1% by each group member) of the outstanding common stock for at least three years may submit director nominees (the greater of (i) two director nominees or (ii) up to 20% of the Board, rounded down) for inclusion in our proxy statement by satisfying the requirements specified in our bylaws. The Board believes the ownership thresholds outlined above enable stockholders that hold a meaningful stake in the Company for several years to propose director nominees to be included in the Company’s proxy materials.

We amended our bylaws to provide that in an uncontested election, each director nominee shall be elected by a majority of the total votes cast for and against such director nominee. In a contested election, each director nominee shall be elected by a plurality of votes cast. In connection with such bylaw amendment, the Board also amended its Corporate Governance Guidelines to establish procedures pursuant to which any director who is nominated for re-election to the Board but not elected by a majority of votes cast for and against such director shall offer his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the offer to resign, and the Board will make a decision within 90 days and report the decision via a press release or a filing with the SEC. Such amended Corporate Governance Guidelines can be found on the Investor Relations pages of the Company’s website.

Shares of our common stock owned directly by our executive officers and non-employee directors, including restricted shares and shares deliverable upon settlement of restricted stock units, other than those restricted shares or restricted stock units that remain subject to performance-based vesting conditions, and LTIP Units (as defined in “Article II: Corporate Governance — Compensation of Directors — Equity Compensation” and “Article IV: Executive Compensation — Elements of Executive Compensation Program — Equity Compensation”) of XHR LP, our operating partnership (the “Operating Partnership”), other than those LTIP Units that remain subject to performance-based vesting conditions, count toward the executive officers’ and non-employee directors’ stock ownership goals. Shares owned indirectly will count toward an executive officer’s and non-employee director’s stock ownership goal if the executive officer or non-employee director has an economic interest in the shares. All executive officers and non-employee directors have five years after first becoming subject to the guidelines to attain the applicable ownership threshold. If an executive officer or non-employee director becomes subject to a greater ownership threshold, due to a promotion or an increase in his or her base salary or annual base retainer, as applicable, the executive officer or non-employee director is expected to meet the higher ownership threshold within three years. At the time of filing this proxy, all of our named executive officers and non-employee directors subject to the guidelines were in compliance with our stock ownership guidelines or are expected to meet the guidelines within the applicable time period.

During any time period in which an executive officer’s or non-employee director’s stock ownership goal has not been achieved, including during the five-year period to attain compliance with the ownership guidelines, the executive officer or non-employee director will be required to retain at least 75% of the “net shares” delivered through our equity incentive compensation plans. “Net shares” include shares of our common stock or units of our Operating Partnership and include those shares that are owned by the executive officer or non-employee director after shares are sold, swapped or traded to pay applicable withholding taxes. If the executive officer’s or non-employee director’s stock ownership goal is not attained by the end of the five-year period, the retention requirement shall be increased to 100%. Once an executive officer or non-employee director achieves his or her stock ownership goal, the retention restrictions no longer apply unless a disposition would cause the executive officer’s or non-employee director’s stock ownership to fall below his or her goal. In the event that there is a significant decline in our stock price that causes an executive officer’s or non-employee director’s holdings to fall below the applicable threshold, the executive officer or non-employee director will not be required to purchase additional shares to meet the threshold, but the executive officer or non-employee director shall not be permitted to sell or transfer any shares until the threshold has again been achieved.

The Board has adopted an insider trading policy that contains restrictions on hedging and pledging securities issued by us or our Operating Partnership. With respect to hedging, directors, named executive officers, executive officers and employees are prohibited from engaging in any hedging transactions involving any securities issued by us or our Operating Partnership, such as prepaid variable forward contracts, equity swaps, collars and exchange funds, or other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the equity securities. With respect to pledging, directors, named executive officers, executive officers and employees are prohibited from holding securities issued by us or our Operating Partnership in a margin account or pledging these securities as collateral for a loan.

In light of rules recently issued by the SEC regarding clawback policies, we adopted a revised mandatory compensation recovery policy in 2023 which complies with SEC rules and the NYSE’s listing standards (the "clawback policy"). Our revised clawback policy provides that we shall recover from current or former executive officers excess incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) in the event that the Company is required to prepare an accounting restatement, unless the Compensation Committee determines that recovery would be impracticable. The full text of our revised clawback policy can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Many of our hotels and resorts participate in a variety of environmental sustainability initiatives, such as energy monitoring and preservation, water conservation and waste reduction, mobile key implementation, and recycling. Our comprehensive energy-efficiency program is aimed not only at making our hotels and resorts more energy efficient and environmentally-friendly, but also at enhancing the profitability of our hotels and resorts and appealing to those customers who desire these aspects. Among these energy-efficiency programs are the use of solar energy to heat pools, retro-fitting incandescent lighting systems with new LED fixtures, installing guestroom “smart” thermostats that adjust room conditions based upon occupancy status, making central plant efficiency upgrades, installing low-flow toilet systems and recycling laundry water. Additionally, many of our hotels and resorts participate in the Clean the World program; a well-respected and highly recognized hospitality organization that sterilizes, recycles and remanufactures unused soap and bottled hygiene products, reducing the waste into landfills and providing aid worldwide. In 2019, we published our first Corporate Responsibility Report and in early 2020 we adopted and published our Enterprise Environmental Policy, Human Rights and Labor Rights Policy, and Supplier/Vendor Code of Conduct. In 2021, we published two Corporate Responsibility Reports disclosing additional key environmental sustainability metrics and other notable items, including our first Task Force on Climate-Related Financial Disclosures (“TCFD”) report to more specifically address climate-related risks to our business. In 2022, we set and published our intensity metric reduction targets for achievement by 2030. Our 2023 Corporate Responsibility Report which contains our interim progress towards our intensity metric reduction goals can be found on our website at www.xeniareit.com/corporate-responsibility. Neither our 2023 Corporate Responsibility Report nor our TCFD is incorporated into this proxy, nor does either form a part of this proxy.

One of the key functions of our Board of Directors is informed oversight of our risk management process as well as strategic risks to the Company. At least annually, the Company’s executive officers who are responsible for the Company’s day-to-day risk management practices present to the Board a comprehensive report on the material risks to the Company, including cyber-risk, credit risk, liquidity risk, environmental and social risk and operational risk. At that time, the management team also reviews with the Board the Company’s risk mitigation policies and strategies specific to each risk that is identified. Throughout the year, management monitors the Company’s risk profile and updates the standing committees and the Board as new material risks are identified or as the aspects of a risk previously presented to the Board materially change. Our Board administers this oversight function directly, with support from its standing committees, each of which addresses risks within its respective areas of oversight. In particular and as more fully described below, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements and, management of cyber-related risks in addition to oversight of the performance of our internal audit function. Our Nominating and Corporate Governance Committee provides oversight with respect to corporate governance and oversight of ethical conduct and monitors the effectiveness of our corporate governance and environmental and sustainability programs. The Compensation Committee is responsible for overseeing risks related to the Company’s compensation policies and practices.

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board of Directors those candidates to be nominated for election to the Board of Directors. The Nominating and Corporate Governance Committee will consider relevant experience, skills and knowledge as well as minimum individual qualifications, including strength of character, mature judgment, industry knowledge or experience, and an ability to work collegially with the other members of the Board of Directors. The Nominating and Corporate Governance Committee does not have a set policy for considering or weighing diversity in identifying nominees, however it will consider all factors it considers appropriate, which may include age, gender, ethnic and racial background, existing commitments to other businesses, other board service, potential conflicts of interest with other pursuits, legal considerations, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. The Nominating and Corporate Governance Committee and our full Board of Directors continue to appropriately consider the racial and ethnic diversity of our Board. The Nominating and Corporate Governance Committee will screen all potential candidates in the same manner, regardless of the source of the recommendation. The review is expected to be based on any written materials provided with respect to potential candidates, and the Nominating and Corporate Governance Committee will review the materials to determine the qualifications, experience and background of the candidates. Final candidates are expected to be interviewed by the members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may retain a search firm to assist with identifying and recruiting director candidates for our Board.

Under our Corporate Governance Guidelines, our Board of Directors will be comprised of a majority of directors who qualify as independent directors under the listing standards of the NYSE. The Board is required to make an affirmative determination at least annually as to the independence of each director. In making independence determinations, the Board reviews all relevant facts and circumstances, including the director’s commercial, employment, industrial, banking, consulting, legal, accounting, charitable and familial relationships, as well as business relationships any director or nominee for director may have with the Company, including that certain entities affiliated with the directors may pay amounts to the Company for room accommodations and meeting space in the ordinary course of business. Of the eight persons who serve on our Board of Directors and who are standing for election at the 2024 Annual Meeting, our Board has determined that each of Messrs. Oklak, Bass, Gartland, Moorehead and Mmes. Goulet, Isaacs-Lowe and McCormick, or 87.5% of our directors standing for re-election to our Board, satisfy the listing standards for independence of the NYSE.

Our Board of Directors has adopted a policy regarding stockholder communications with our Board of Directors. Pursuant to this policy, stockholders of the Company, or other interested parties, may communicate with independent members of the Board or the chair of one of the Board committees, including the chair of executive sessions of non-management directors, by addressing any communications to the intended recipient by name or position in care of Xenia Hotels & Resorts, Inc., 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801, Attention: Corporate Secretary or shareholdercommunications@xeniareit.com. Our policy regarding stockholder communications contains additional information regarding these communications and is available on our website at www.xeniareit.com under the headings “Investor Relations — Corporate Overview — Corporate Governance — Stockholder Communications Policy.”

In addition to the cash retainers, each non-employee director who was initially elected or appointed to serve on the Board was granted an award of shares of our common stock on the effective date of such initial election or appointment with a value equal to $100,000. Awards granted to directors who were initially elected or appointed on a date other than an annual meeting date were pro-rated to reflect the director’s partial year of service. Additionally, each director who was re-elected at an annual meeting was granted an award of LTIP Units of our Operating Partnership on the date of the annual meeting with a value equal to $100,000. Under certain circumstances, a director could be granted an equivalent number of shares of our common stock in lieu of LTIP Units. All such awards were fully vested as of the date of grant.

(2)Amounts reflect the grant date fair value of LTIP Unit awards or shares of common stock granted during 2023 computed in accordance with Accounting Standard Codification ("ASC") Topic 718, Compensation - Stock Compensation ("ASC Topic 718"). For additional information regarding the assumptions used to calculate the value of such LTIP Unit awards, please refer to Note 12 in our consolidated financial statements for the fiscal year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023. Each non-employee director was granted 8,131 fully vested LTIP Units of the Operating Partnership during 2023. The number of LTIP Units granted to each non-employee director was determined by dividing (x) $100,000, by (y) the closing trading price of a share of our common stock on the date of grant, rounded up to the nearest whole LTIP Unit.

Barry A.N. Bloom, Ph.D. is our President and Chief Operating Officer. Mr. Bloom held the position of Executive Vice President and Chief Operating Officer with Xenia or its affiliated entities from July 2013 until November 2017 when he was appointed President and Chief Operating Officer. In this role, Mr. Bloom is responsible for direct oversight of the asset management and project management functions, as well as a variety of strategic and operational corporate functions of Xenia. From July 2011 to June 2013, Mr. Bloom served as an Associate Professor of the Practice in the School of Hospitality Administration at Boston University and from July 2010 to June 2011, Mr. Bloom served as an Instructor in the School of Hospitality Leadership at DePaul University. From 2008 to 2011, Mr. Bloom co-founded and was a Principal of Abacus Lodging Investors LLC, a hotel investment and advisory firm. Prior to pursuing an academic career, Mr. Bloom worked for a variety of leading hotel investment firms, most recently as Executive Vice President of Portfolio Management & Administration with CNL Hotels & Resorts, Inc. from 2003 to 2007, where he was responsible for oversight of the company’s $6.6 billion portfolio. Prior to CNL, he served as Vice President - Investment Management for Hyatt Hotels Corporation from 2000 to 2003. In addition, Mr. Bloom has worked for Tishman Hotel & Realty, VMS Realty Partners and Pannell Kerr Forster (now CBRE Hotels). Mr. Bloom received his Bachelor of Science degree in Hotel and Restaurant Management as well as a Master of Business Administration degree from Cornell University and a Doctor of Philosophy degree in Hospitality Management from Iowa State University.

Atish Shah is our Executive Vice President, Chief Financial Officer and Treasurer and has held this position with Xenia since April 2016. Mr. Shah most recently served as Senior Vice President – Strategy, Financial Planning & Analysis, and Investor Relations for Hyatt Hotels Corporation (“Hyatt”), a position he held beginning September 2012. From April 2015 to March 2016, Mr. Shah also served as Interim Chief Financial Officer for Hyatt. In this role, Mr. Shah had responsibility for the global finance function, including treasury, tax, accounting, internal audit, operations finance and purchasing. Mr. Shah began at Hyatt in December 2009 as Senior Vice President - Investor Relations. Prior to joining Hyatt, Mr. Shah served as a portfolio manager of a hospitality real estate private equity fund at Lowe Enterprises. Prior to that, he worked for Hilton Hotels Corporation in a variety of finance roles, including those in feasibility, planning, investment analysis and investor relations. Mr. Shah holds a Bachelor of Science with Honors from Cornell University, a Master of Management in Hospitality from Cornell University and an MBA from The Wharton School of the University of Pennsylvania.

Taylor C. Kessel is our Senior Vice President, General Counsel and Secretary. Mr. Kessel joined the Company in January 2015 and served as Vice President – Corporate Counsel until 2016 when he was appointed to his current role. Mr. Kessel is responsible for managing the legal affairs of Xenia and its affiliates, including corporate governance, compliance with securities regulations, acquisitions and dispositions, loan transactions, litigation management, and providing legal support to the asset management and project management teams. Previously, Mr. Kessel served as Corporate Counsel for Ruth’s Hospitality Group, Inc., a publicly traded restaurant company and the operator of Ruth’s Chris Steak House, from 2011 through 2014. Prior to Ruth’s, Mr. Kessel served as Corporate Counsel for CNL Lifestyle Properties, Inc., a public non-listed REIT that invested in income-producing properties with a focus on lifestyle-related industries. Mr. Kessel is a member of the Florida Bar and a graduate of University of Florida Frederick G. Levin College of Law and holds a Masters of Science in Real Estate and a Bachelor of Science in Business Management both from the Warrington College of Business at University of Florida.

Joseph T. Johnson is our Senior Vice President and Chief Accounting Officer and has held this position since May 2015. In this role, Mr. Johnson has primary responsibility of overseeing accounting, SEC financial reporting, internal audit, taxation and information technology. Previously, Mr. Johnson served as Chief Financial Officer of CNL Healthcare Properties, Inc. and CNL Lifestyle Properties, Inc., each of which were public non-listed REITs, from 2011 until April 2015. Prior to and during that time, Mr. Johnson also held various other positions with these entities and their affiliates, including Senior Vice President, Treasurer and Chief Accounting Officer. Prior to this, Mr. Johnson served as Vice President of Financial Reporting for CNL Hotels & Resorts, Inc. a public non-listed lodging REIT. Mr. Johnson began his career in the audit practice of KPMG LLP. He holds a Bachelor of Science and Masters in Accounting from the Kenneth G. Dixon School of Accounting at the University of Central Florida.

What we do

What we don't do

Our executives’ total compensation opportunity is substantially based on Company performance, awarded through our annual and long-term incentive compensation programs.

We do not provide change in control excise tax “gross-up” payments.

Our Chief Executive Officer received approximately 70% and other named executive officers received approximately 63% of target total compensation in the form of "at-risk" performance-based incentives.

We do not provide guarantees for equity awards or cash incentive payments.

Any change in control cash payments pursuant to severance agreements with our named executive officers are subject to a “double-trigger.”

No automatic annual increase in executive salaries.

Named executive officers are required to accumulate and hold a meaningful amount of stock. Refer to the subsection entitled “Stock Ownership Guidelines” for more detail.

The Company does not maintain a pension plan and does not provide excessive perquisites to the named executive officers.

Our Compensation Committee retains and meets regularly with an independent compensation consultant to advise on executive compensation.

No pledging, hedging or short sales of Company securities by directors, officers or employees.

Our Compensation Committee regularly reviews the Company’s compensation plans and programs to ensure they are designed to create and maintain stockholder value and do not encourage excessive risk-taking.

No counting of unvested performance equity awards toward our stock ownership guidelines.

The Compensation Committee considers, in making its compensation decisions, whether our compensation arrangements create risks that are reasonably likely to have a material adverse effect on us.

We maintain a mandatory clawback policy in compliance with SEC rules and the NYSE listing company standards pursuant to which the Company must recover amounts inappropriately paid in the event of a restatement of our financial statements, unless the Compensation Committee determines that recovery would be impracticable.

We review and consider stockholder feedback in structuring executive compensation.

We apply multi-year vesting requirements to all equity awards to facilitate retention and ensure performance alignment.

We conduct an annual advisory vote on executive compensation (“say-on-pay”).

The Company consistently seeks to align the interests of its executive officers with those of its stockholders by providing a significant portion of executive officers’ compensation in the form of equity or equity-based awards, either through shares of common stock, restricted stock units or units of limited partnership interest in the Company’s Operating Partnership. Through robust share ownership guidelines for executive officers and grants of time- and performance-based vesting LTIP Units, the value of the executive officers’ total compensation increases as total returns to stockholders increase. Moreover, the Company’s executive compensation program is designed to reward favorable total stockholder returns, both in an absolute amount and relative to peers of the Company, taking into consideration the Company’s competitive position within the lodging REIT industry and each executive’s long-term career contributions to the Company.

At our 2023 annual meeting, over 97% of votes cast were in favor of our “say-on-pay” proposal. This marks the sixth year since 2017 (every year other than 2021) that the Company has received in excess of 93% support on our “say-on-pay” proposal. Though the members of the Compensation Committee believe that the stockholder vote on our 2023 “say-on-pay” proposal endorses the Company’s compensation program, the Compensation Committee endeavors to continuously improve the Company’s compensation program to align with the interests of our stockholders. Following the 2023 “say-on-pay frequency” vote, our Board of Directors resolved to continue to hold annual "say-on-pay" votes. In 2023 and early 2024, we contacted institutional investors representing over 65% of our common stock as of December 31, 2023, and ultimately held meetings with institutional investors which held approximately 58% of our common stock as of December 31, 2023. These engagement meetings provide our stockholders the opportunity to provide candid, constructive feedback and create a forum to discuss our executive compensation program and its alignment with performance and the Company’s strategy. We use these engagement meetings to solicit feedback on our compensation program and practices and consistent with prior years in 2023 and early 2024 we continued to receive positive feedback from our stockholders on the compensation program. The Compensation Committee also continued its engagement with FPC to assist it in reviewing our executive compensation program.

In February 2023, the Compensation Committee approved the annual long-term equity awards, which were consistent with prior years’ awards and primarily consist of performance-based awards which are "at-risk". For each of the named executive officers, 75% of such named executive officer's target equity grant consisted of performance-based Class A Units and 25% consisted of Time-Based LTIP Units. In March 2023, the Compensation Committee approved an annual non-equity incentive plan based primarily on performance-based financial goals. These goals included both Company financial performance goals and individual performance goals specific to each named executive officer. The 2023 compensation program as approved by the Compensation Committee demonstrates the Company's long-standing commitment to developing and maintaining a compensation program that properly aligns pay for performance. Overall, the Compensation Committee believes the 2023 pay outcomes appropriately align pay and both short- and long-term performance while also balancing the performance and retention objectives of the compensation program. The charts below depict the weighting of each element of compensation awarded in 2023.

Our Compensation Committee is responsible for determining the amount and composition of compensation paid to all of our named executive officers. Our Compensation Committee exercises its independent discretion in reviewing and approving the executive compensation program, as well as specific compensation levels for each named executive officer. In its role, the Compensation Committee utilizes market data from publicly available sources and as provided by FPC. Additionally, the Compensation Committee reviews and considers the recommendations of our Chief Executive Officer with respect to compensation decisions of our named executive officers other than himself. The Compensation Committee believes it is valuable to consider the recommendations of Mr. Verbaas with respect to these matters because, given his knowledge of the day-to-day responsibilities of our executive officers, he is in a unique position to provide the Compensation Committee perspective into the performance of our executive officers.

Following the review of the study and considering the experience and skill level of each executive, our Compensation Committee sets an appropriate base salary for the named executive officers along with target bonuses and equity awards for the following year. While the Compensation Committee examines market data, including data derived from the Peer Group, the Compensation Committee also takes into consideration a number of qualitative factors and individual assessments in arriving at an appropriate compensation package for each individual executive officer and the Compensation Committee does not set the compensation of the named executive officers to a particular percentile of the Peer Group or any single component thereof, such as base salary, total cash compensation, incentive compensation or total compensation. Instead, the Compensation Committee reviews the compensation information to inform itself of the compensation amounts paid by the Company’s competitors to their executive officers and therefore required for executive officer recruitment and retention.

Performance between threshold and target and between target and maximum levels is interpolated on a straight-line basis. Under the annual bonus compensation program, the 2023 performance metrics were: (1) Adjusted FFO per share, (2) Hotel EBITDA Margin, (3) RevPAR and (4) individual performance objectives. Adjusted FFO per share and Hotel EBITDA Margin are non-GAAP financial measures. The Compensation Committee considers all relevant facts and circumstances when evaluating performance, including changing market conditions and broad corporate strategic initiatives, along with overall responsibilities and contributions, and retains the ability and authority to exercise its judgment and discretion to adjust an award up or down. Additionally, appropriate adjustments to objectives may be made based on transactions and significant market circumstances. For 2023, the Compensation Committee adjusted the Adjusted FFO per share performance metric to account for share repurchases which occurred during the year and after the adoption of the initial performance metrics. The weighting of each performance element for the annual bonus compensation program for each of our named executive officers in 2023 was as follows:

•Mr. Verbaas’ individual objectives primarily involved (i) the continued refinement of the long-term strategic plan, including an updated review of the long-term investment strategy, balance sheet strategy and potential utilization of balance sheet in various market conditions; (ii) continued successful execution on near-term operational goals including: (a) completion of all scheduled major capital expenditure initiatives, including the comprehensive renovations of Grand Bohemian Orlando, Kimpton Canary Hotel Santa Barbara and Kimpton Hotel Monaco Salt Lake City, (b) refinement and implementation of plans for transformative renovation at Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch, (c) developing strategies to address 2025 debt maturities, (d) continued focus on enhancing performance of W Nashville and Hyatt Regency Portland, and (e) continued focus on expense controls throughout the portfolio and at the corporate level; (iii) (a) continue to grow pipeline of potential acquisitions consistent with the Company's long-term investment strategy, (b) continued evaluation of potential additional dispositions to further improve portfolio quality and growth potential, (c) continued execution on long-term strategies for high EBITDA producing properties consistent with asset strategies, and (d) further analysis and

•Mr. Bloom’s individual objectives primarily involved (i) providing direction and oversight for asset management team and focus on ramp up of W Nashville, Hyatt Regency Portland, Hyatt Regency Grand Cypress ballroom expansion and successful launch of Miraval Spa at Park Hyatt Aviara; (ii) (a) providing direction and oversight for project management team and continued efforts on departmental planning to ensure that Grand Bohemian Orlando, Kimpton Canary and Monaco Salt Lake City renovations were completed within revised timelines and costs, and (b) played integral role in design, development, and implementation of plans for transformational renovation of Hyatt Regency Scottsdale; (iii) continued oversight of certain corporate functions including human resources, marketing, insurance (including leading the procurement and program renewal process), and sustainability reporting; and (iv) playing a lead role in review and execution of corporate portfolio strategy including potential property repositionings, targeted renovations, management and franchise conversions, and agreement renegotiation opportunities in-line with corporate goals.

•Mr. Shah’s individual objectives primarily involved (i) continue to strengthen the balance sheet by planning for debt maturities, limiting interest rate risk, and readying for potential use of additional balance sheet tools and manage cash effectively to increase yield and/or drive incremental returns; (ii) lead shareholder engagement efforts by meeting with at least 50% of existing shareholders and a significant number of potential investors through increased investor outreach efforts; (iii) implementation of new FP&A tools/resources to improve performance management, forecasting and linkage to corporate metrics and utilizing an updated approach to the long-range planning process; and (iv) continued improvement of the finance function effectiveness through cross-training and providing oversight and leadership to members of the finance team.

•Mr. Kessel's individual objectives primarily involved (i) defending and protecting the interests of the Company by resolving favorably key litigation matters and monitoring and providing guidance on key regulatory matters; (ii) playing a leading role in the Company’s environmental sustainability and corporate responsibility initiatives and disclosures including reporting on interim progress on previously set reduction targets for intensity metrics to be achieved by or before 2030 and assist with shareholder engagement efforts with the investment stewardship teams of the Company's largest shareholders; (iii) providing additional assistance to the Board and its respective committees and led the Company through a successful equity plan amendment process; and (iv) seeking and creating new opportunities for exposure to various business segments within the organization, while further enhancing and strengthening the Company's legal department by creating new opportunities for exposure to additional facets of the business, and providing additional transitional support to certain departments within the Company.

•Mr. Johnson’s individual objectives primarily involved (i) initiating the implementation process to comply with potential new SEC climate disclosures and implemented new processes for newly required proxy disclosures and provided oversight to the Company's tax department to successfully integrate new tax accounting firm; (ii) working closely with the CFO to develop a plan to reallocate excess cash to new partner banks based on bank requirements and opportunities to earn market interest rates and provide oversight of the administration of these changes and leading efforts to transition the Company's payment processing systems to a new provider including engagement of IT support to assist with the setup and testing of new interfaces; (iii) leading Company efforts to design and implement internal control processes/procedures to report sustainability data and disclosures including collaborating with the Company's independent auditor to plan for independent audit of the data and information; and (iv) providing support to finance team to renew the corporate credit facility and provided oversight of IT support needs requested by the project management department to implement a new project management system and evaluate opportunities for potential efficiencies by interfacing the new system.

Our Compensation Committee asked our Chief Executive Officer to provide his assessment of each executive officer as it relates to the individual performance objectives. Following the review of the Chief Executive Officer’s assessment and a detailed discussion with our Chief Executive Officer regarding each of the other named executive officers, our Compensation Committee concluded that each of the named executive officers, including the Chief Executive Officer, earned a maximum payout for the individual performance component of each executive’s bonus. Our Compensation Committee reached this conclusion upon weighing the accomplishments achieved by the Company in 2023. Not only did each executive officer professionally perform the objectives personal to him at a high level, but together the executive officers achieved the accomplishments for the Company outlined above under “2023 Company Performance Achievements.”

We maintain the Xenia Hotels & Resorts, Inc., XHR Holding, Inc. and XHR LP 2015 Incentive Award Plan, as amended in 2023, (the “2015 Incentive Award Plan” or "2015 Plan") in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our Company and certain of our affiliates, to enable our Company and certain of our affiliates to obtain and retain the services of these individuals, which is essential to our long-term success, and to establish an equity-based compensation program suitable for a publicly traded company. In February 2023, each of our named executive officers was granted Class A Units and Time-Based LTIP Units under the 2015 Incentive Award Plan. Generally, we target providing at least half of each executive’s total target compensation opportunity in the form of long-term equity incentives, which for performance-based equity awards are measured over a three-year performance period. However, our Compensation Committee determines, in its sole discretion, the actual amount of equity to be awarded to our executive officers each year reflecting our performance in the prior year, individual performance and competitive levels of long-term incentive compensation among our Peer Group. Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson received a total target equity grant of $3,450,000, $1,700,000, $1,300,000, $800,000, and $550,000 (each, a “Target Equity Grant”), respectively, of which 75% of such Target Equity Grant was in the form of Class A Units and 25% was in the form of Time-Based LTIP Units based on the average of the Company’s four-day closing price ending on February 24, 2023, with the potential to receive up to 2x the Target Equity Grant if maximum performance is achieved under the Class A Units awards as further discussed below. The equity awards are subject to accelerated vesting in the event of certain terminations of employment and/or a change in control, as more fully described in the “Potential Payments Upon Termination or Change in Control” section.

General: Pursuant to the Class A Unit awards granted in February 2023, each executive is eligible to vest in a number of units ranging from 0% to 100% of the total units granted, based on our TSR during the performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the Performance Period, subject to the executive’s continued service. TSR generally refers to the compounded annual growth rate in the value per share of our common stock during the Performance Period due to the appreciation in the price per share plus dividends declared during the Performance Period, assuming dividends are reinvested in shares of our common stock on the date that they were paid. Class A Units are subject to the applicable terms and conditions of the 2015 Incentive Award Plan, or the Class A Unit award agreement governing such Class A Units, and the partnership agreement of the Operating Partnership, as amended from time to time (the “Partnership Agreement”).

Performance Vesting: A portion of each award of Class A Units is designated as a number of “base units.” Twenty-five percent (25%) of the Class A base units are designated as “absolute TSR base units” and seventy-five percent (75%) of the Class A base units are designated as “relative TSR base units.” With respect to the absolute TSR base units, in the event that our annualized TSR percentage over the Performance Period (the “Company TSR Percentage”) is achieved at the threshold, target or maximum level as set forth below, the award will become vested with respect to the percentage of absolute TSR base units set forth below. Under the rigorous performance vesting standards currently in place, if the Company does not achieve a significant return over the three-year Performance Period which results in an annualized Company TSR Percentage of at least 6.0%, then zero absolute TSR base units (25% of the total base units) will vest.

With respect to Class A Units, in addition to the base units, an additional number of Class A Units (the “distribution equivalent units”) are included in each award. A number of distribution equivalent units having a value equal to the dividends that would have been paid during the Performance Period on the shares of our common stock corresponding to the base units that become performance vested (less any actual distributions made with respect to such units) will vest following the completion of the Performance Period up to the maximum number of units that are included in the award. For purposes of calculating the number of distribution equivalent units, the dividend amount will be adjusted (plus or minus) to reflect the gain or loss on such amount had the dividends been reinvested in shares of our common stock on the applicable payment date.

In March 2021, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which vested based on our TSR during the performance period commencing on January 1, 2021 and ending on December 31, 2023 (the “2021-2023 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2021-2023 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2021-2023 Performance Period was below threshold, at (2.2)% which was below the 6.0% required threshold and thus resulted in none of the absolute Class A Unit awards vesting. Our relative TSR during the 2021-2023 Performance Period was between threshold and target, at the 30th percentile, which resulted in 20.0% of each relative Class A Unit award vesting.

In February 2023, we granted awards of Class A Units to Messrs. Verbaas, Bloom, Shah, Kessel, and Johnson which will vest based on our TSR during the performance period commencing on January 1, 2023 and ending on December 31, 2025 (the “2023-2025 Performance Period”), measured on both an absolute basis and relative to the TSRs of a specified peer group of companies during the 2023-2025 Performance Period, subject to the executives’ continued service. Our annualized absolute TSR during the 2023-2025 Performance Period as of December 31, 2023 was below threshold, at 5.9% which was below the 6.0% required threshold and thus would have resulted in none of the absolute Class A Unit awards vesting had the performance period ended on December 31, 2023. Our relative TSR during the 2023-2025 Performance Period as of December 31, 2023 was below threshold, at the 20th percentile and thus would have resulted in none of the relative Class A Unit awards vesting had the performance period ended on December 31, 2023.

The following table sets forth certain information with respect to the compensation paid to our named executive officers for the years ended December 31, 2023, 2022 and 2021:


Name and Principal Position	Year	Salary ($)(1)		Bonus	Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Marcel Verbaas	2023	$	900,000	—	$	4,632,678	$	1,710,979	$	20,442	$	7,264,099
Chair and	2022	$	900,000	—	$	4,139,146	$	2,250,000	$	19,692	$	7,308,838
Chief Executive Officer	2021	$	900,000	—	$	4,113,026	$	1,921,047	$	19,242	$	6,953,315

Barry A.N. Bloom	2023	$	580,000	—	$	2,282,767	$	813,426	$	20,442	$	3,696,635
President and	2022	$	580,000	—	$	2,198,930	$	858,400	$	19,692	$	3,657,022
Chief Operating Officer	2021	$	560,000	—	$	2,193,622	$	796,879	$	19,358	$	3,569,859

Atish Shah	2023	$	550,000	—	$	1,745,650	$	617,082	$	20,275	$	2,933,007
Executive Vice President,	2022	$	550,000	—	$	1,681,535	$	814,000	$	19,890	$	3,065,425
Chief Financial Officer and	2021	$	510,000	—	$	1,645,218	$	725,729	$	19,701	$	2,900,648
Treasurer

Taylor C. Kessel	2023	$	450,000	—	$	1,074,249	$	504,885	$	19,985	$	2,049,119
Senior Vice President,	2022	$	425,000	—	$	905,450	$	629,000	$	19,485	$	1,978,935
General Counsel and Secretary	2021	$	400,000	—	$	822,615	$	426,899	$	19,101	$	1,668,615

Joseph T. Johnson	2023	$	390,000	—	$	738,545	$	328,175	$	20,346	$	1,477,066
Senior Vice President and	2022	$	375,000	—	$	711,430	$	416,250	$	19,566	$	1,522,246
Chief Accounting Officer	2021	$	355,000	—	$	685,509	$	378,873	$	19,101	$	1,438,483

(2)For 2023, amounts shown include (i) the grant date fair value of Time-Based LTIP Units granted in February 2023 and (ii) the grant date fair value of performance-based Class A Units granted in February 2023, in each case computed as of the date of grant in accordance with ASC Topic 718. Amounts shown for performance-based Class A Units are calculated in accordance with ASC Topic 718 using a multifactor Monte Carlo simulation model, based on the Company’s simulated stock price as well as the Company’s TSR on an absolute basis and a relative basis against the Equity Award Peer Group. For additional information regarding assumptions used to calculate the value of such awards, please refer to Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These Class A Units are subject to achievement of the performance conditions described above in “Elements of Executive Compensation Program - Equity Compensation."


Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)			All Other Share Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock and Option Awards ($)
		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Marcel Verbaas		$	900,000	$	1,530,000	$	2,430,000	—	—	—	—		$	—
	2/24/2023	$	—	$	—	$	—	—	—	—	60,869		$	870,427
	2/24/2023	$	—	$	—	$	—	60,887	182,787	426,076	—		$	3,762,251	(4)

Barry A.N. Bloom		$	435,000	$	725,000	$	1,160,000	—	—	—	—		—
	2/24/2023	$	—	$	—	$	—	—	—	—	29,993		$	428,900
	2/24/2023	$	—	$	—	$	—	30,002	90,069	209,951	—		$	1,853,867	(4)

Atish Shah		$	330,000	$	550,000	$	880,000	—	—	—	—		$	—
	2/24/2023	$	—	$	—	$	—	—	—	—	22,936		$	327,985
	2/24/2023	$	—	$	—	$	—	22,943	68,876	160,551	—		$	1,417,665	(4)

Taylor C. Kessel		$	270,000	$	450,000	$	720,000	—	—	—	—		—
	2/24/2023	$	—	$	—	$	—	—	—	—	14,115		$	201,845
	2/24/2023	$	—	$	—	$	—	14,119	42,385	98,800	—		$	872,404	(4)

Joseph T.		$	175,500	$	292,500	$	468,000	—	—	—	—		$	—
Johnson	2/24/2023	$	—	$	—	$	—	—	—	—	9,704		$	138,767
	2/24/2023	$	—	$	—	$	—	9,707	29,140	67,925	—		$	599,778	(4)


Name	Grant Date		Number of Shares or Units of Stock or LTIP Units That Have Not Vested (#)(7)	Market Value of Shares or Units of Stock or LTIP Units That Have Not Vested ($)(8)		Number of Unearned Units of Stock or LTIP Units That Have Not Vested (#)(7)	Market Value of Unearned Units of Stock or LTIP Units That Have Not Vested ($)(8)(9)



Marcel Verbaas	3/1/2021	(1)	41,154	$	560,517	—	$	—
	3/1/2021	(2)	13,020	$	177,332	—	$	—
	2/25/2022	(3)	—	$	—	44,200	$	602,004
	2/25/2022	(4)	29,202	$	397,731	—	$	—
	2/24/2023	(5)	—	$	—	61,727	$	840,722
	2/24/2023	(6)	60,869	$	829,036	—	$	—


Barry A.N. Bloom	3/1/2021	(1)	21,948	$	298,932	—	$	—
	3/1/2021	(2)	6,944	$	94,577	—	$	—
	2/25/2022	(3)	—	$	—	23,481	$	319,811
	2/25/2022	(4)	15,514	$	211,301	—	$	—
	2/24/2023	(5)	—	$	—	30,416	$	414,266
	2/24/2023	(6)	29,993	$	408,505	—	$	—


Atish Shah	3/1/2021	(1)	16,460	$	224,185	—	$	—
	3/1/2021	(2)	5,209	$	70,947	—	$	—
	2/25/2022	(3)	—	$	—	17,956	$	244,561
	2/25/2022	(4)	11,864	$	161,588	—	$	—
	2/24/2023	(5)	—	$	—	23,259	$	316,788
	2/24/2023	(6)	22,936	$	312,388	—	$	—


Taylor C. Kessel	3/1/2021	(1)	8,230	$	112,093	—	$	—
	3/1/2021	(2)	2,605	$	35,480	—	$	—
	2/25/2022	(3)	—	$	—	9,667	$	131,665
	2/25/2022	(4)	6,389	$	87,018	—	$	—
	2/24/2023	(5)	—	$	—	14,313	$	194,943
	2/24/2023	(6)	14,115	$	192,246	—	$	—


Joseph T. Johnson	3/1/2021	(1)	6,858	$	93,406	—	$	—
	3/1/2021	(2)	2,171	$	29,569	—	$	—
	2/25/2022	(3)	—	$	—	7,595	$	103,444
	2/25/2022	(4)	5,020	$	68,372	—	$	—
	2/24/2023	(5)	—	$	—	9,839	$	134,007
	2/24/2023	(6)	9,704	$	132,168	—	$	—

The executive’s right to receive the severance payments and benefits described above is subject to the executive’s delivery and non-revocation of a general release of claims in favor of the Company, and the executive’s continued compliance with certain covenants set forth in the Severance Agreement, including confidentiality covenants that apply indefinitely, and certain noncompetition and nonsolicitation covenants that apply during the executive’s employment and for six months (or twelve months for Mr. Verbaas) following the executive’s termination of employment. Following a change in control of the Company, the executive will not be subject to the noncompetition covenant with respect to any period following a termination of his employment. Each Severance Agreement also includes a mutual non-disparagement covenant by the executive and the Company.

Effective as of February 18, 2020, our Compensation Committee adopted the Xenia Hotels & Resorts, Inc. Retirement Policy (the “Retirement Policy”). The Retirement Policy provides that, in the event of a participant’s “qualifying retirement,” all time-based equity awards held by the participant will become vested in full, and all performance-based equity awards held by the participant will remain outstanding and eligible to vest on a prorated basis in accordance with the terms of the Retirement Policy. For purposes of the Retirement Policy, a “qualifying retirement” includes a participant’s voluntary retirement after the participant has attained at least 60 years of age and completed 10 years of service, provided that the participant has provided the Company with at least six months’ advance written notice of the participant’s retirement. As of December 31, 2023, none of our named executive officers were eligible for a qualifying retirement pursuant to the terms of the Retirement Policy.

The following table summarizes the payments that would be made to our named executive officers upon the occurrence of certain qualifying terminations of employment or a change in control, assuming such named executive officer’s termination of employment with the Company occurred on December 31, 2023. No payments would be owed to any of the named executive officers and no accelerated vesting of equity awards would occur in the event of a termination “for cause” or resignation without “good reason.” Amounts shown in the table below do not include (1) accrued but unpaid salary or bonuses, (2) deductions for federal, state and/or excise tax obligations, or (3) other benefits earned or accrued by the named executive officer during his employment that are available to all salaried employees, such as accrued vacation, and assume that the "best pay cap" reduction described above would not apply.


Name	Benefit	Upon Death or Disability		Change of Control (No Termination)		Termination Without Cause or For Good Reason (No Change in Control)		Termination Without Cause or For Good Reason (Change in Control)(1)
Marcel Verbaas	Cash Severance(2)	$	—	$	—	$	7,265,700	$	7,265,700
	Accelerated Vesting of Equity Awards(3)	$	6,387,752	$	1,964,617	$	6,387,752	$	1,964,617
	Reimbursement of COBRA Premiums(4)	$	—	$	—	$	43,684	$	43,684
	Total	$	6,387,752	$	1,964,617	$	13,697,136	$	9,274,001

Barry A.N. Bloom	Cash Severance(2)	$	—	$	—	$	2,610,000	$	2,610,000
	Accelerated Vesting of Equity Awards(3)	$	3,263,879	$	1,013,314	$	3,263,879	$	1,013,314
	Reimbursement of COBRA Premiums(4)	$	—	$	—	$	30,287	$	30,287
	Total	$	3,263,879	$	1,013,314	$	5,904,166	$	3,653,601

Atish Shah	Cash Severance(2)	$	—	$	—	$	2,200,000	$	2,200,000
	Accelerated Vesting of Equity Awards(3)	$	2,490,122	$	769,108	$	2,490,122	$	769,108
	Reimbursement of COBRA Premiums(4)	$	—	$	—	$	15,129	$	15,129
	Total	$	2,490,122	$	769,108	$	4,705,251	$	2,984,237






Taylor C. Kessel	Cash Severance(2)	$	—	$	—	$	1,800,000	$	1,800,000
	Accelerated Vesting of Equity Awards(3)	$	1,428,237	$	426,837	$	1,428,237	$	426,837
	Reimbursement of COBRA Premiums(4)	$	—	$	—	$	43,920	$	43,920
	Total	$	1,428,237	$	426,837	$	3,272,157	$	2,270,757

Joseph T. Johnson	Cash Severance(2)	$	—	$	—	$	1,365,000	$	1,365,000
	Accelerated Vesting of Equity Awards(3)	$	1,051,624	$	323,516	$	1,051,624	$	323,516
	Reimbursement of COBRA Premiums(4)	$	—	$	—	$	43,920	$	43,920
	Total	$	1,051,624	$	323,516	$	2,460,544	$	1,732,436

(2)Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (i) for solely service-vesting awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); and (ii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. For additional information on the assumptions used to calculate the valuation of the awards, see the Note 12 to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and prior fiscal years.

(4)Adjusted FFO per Diluted Share is a non-GAAP measure. We calculate FFO in accordance with standards established by Nareit, as amended in the 2018 Restatement White Paper, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding real estate-related depreciation, amortization and impairments, gains (losses) from sales of real estate, the cumulative effect of changes in accounting principles, similar adjustments for unconsolidated partnerships and consolidated variable interest entities, and items classified by GAAP as extraordinary. We further adjust FFO for certain additional items that are not in Nareit’s definition of FFO such as terminated transaction and pre-opening expenses, amortization of debt origination costs and share-based compensation, non-cash ground rent and straight-line rent expense, operating results from properties that are sold and other items we believe do not represent recurring operations. Adjusted FFO per Diluted Share represents Adjusted FFO divided by our weighted-average number of shares of common stock outstanding plus the weighted-average vested Operating Partnership units for the respective periods as presented in our press release for the quarters and years ended December 31, 2023, 2022 and 2021, furnished on Form 8-K, dated February 27, 2024, March 1, 2023 and March 1, 2022, respectively.

In determining actual 2023 compensation for our named executive officers, and as described in the Compensation Discussion and Analysis, the Compensation Committee reviewed progress made against planned objectives established at the beginning of 2023, as discussed on page 34, the executive summary on page 27, and progress made against individual performance objectives. At the 2023 Annual Meeting of Stockholders, the Company’s stockholders voted in favor of holding annual say-on-pay votes, and following the 2023 stockholder vote, our Board of Directors agreed with the stockholders’ advisory vote and resolved to continue to hold annual advisory say-on-pay votes. Unless our Board of Directors modifies its determination regarding the frequency of future say-on-pay advisory votes, the next say-on-pay vote will be held at the annual meeting of stockholders in 2025.

We are asking our stockholders to ratify our Audit Committee's appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Stockholder ratification of the selection of KPMG as our independent registered public accounting firm is not required by our charter, bylaws or otherwise. However, the Board of Directors is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate governance practice. Furthermore, the Audit Committee will take the results of the stockholder vote regarding KPMG’s appointment into consideration in future deliberations. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.

Unless otherwise indicated, the address of each named person is c/o Xenia Hotels & Resorts, Inc., 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801. Except as otherwise noted in the footnotes below, each person or entity identified below has sole voting and investment power with respect to such securities, and no shares beneficially owned by any director, nominee or executive officer have been pledged as security.


Beneficial Owner	Number of Shares(1)		% of Shares Outstanding(2)
5% or greater stockholders
BlackRock, Inc.(3)	20,186,130		19.8	%
The Vanguard Group, Inc.(4)	17,882,613		17.5	%
Wellington Management Group LLP (5)	10,137,079		9.9	%
State Street Corporation (6)	6,922,713		6.8	%
Directors, Director Nominees and Named Executive Officers
Marcel Verbaas	1,302,672	(7)	1.3	%
Barry A.N. Bloom	657,545	(8)	*
Atish Shah	409,867	(9)	*

Joseph T. Johnson	124,892	(10)	*
Taylor C. Kessel	85,554	(11)	*
Thomas M. Gartland	61,807	(12)	*
Keith E. Bass	61,607	(13)	*
Mary E. McCormick	59,207	(14)	*
Beverly K. Goulet	54,607	(15)	*
Dennis D. Oklak	54,607	(16)	*
Terrence Moorehead	18,456	(17)	*
Arlene Isaacs-Lowe	13,769	(18)	*
All Current Executive Officers and Directors as a Group (12 persons)	2,904,590	(19)	2.8	%

(2)Based on 101,963,677 shares of our common stock outstanding as of March 21, 2024. For each director and named executive officer, the percentage of shares of our common stock beneficially owned by such person includes shares of common stock for which vested and unvested Time-Based LTIP Units, vested Class A Units, and LTIP Units that were fully vested on the grant date may be redeemed by such person but no other person (assuming certain conditions are met and the LTIP Units are first converted into Common Units). For all directors and named executive officers as a group, the percentage of shares of our common stock beneficially owned by such persons includes all shares of common stock for which vested and unvested Time-Based LTIP Units, vested Class A Units, and LTIP Units that were fully vested on the grant date may be redeemed by such persons (assuming certain conditions are met and the LTIP Units are first converted into Common Units).

(3)Based solely on information contained in a Schedule 13G filed on January 19, 2024 (the “BlackRock 13G”), BlackRock, Inc. beneficially owns 20,186,130 shares of common stock, with sole power to vote 19,757,359 of such shares and sole power to dispose of 20,186,130 of such shares, through itself and being the parent holding company or control person over each of the following subsidiaries: BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Fund Managers Ltd.; other than BlackRock Fund Advisors, each individually owning less than 5% of the total outstanding shares of common stock. The principal business address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(5)Based solely on information contained in a Schedule 13G/A filed on February 9, 2024 (the "Wellington 13G"), Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP beneficially own 10,137,079 shares of common stock, with sole power to vote on none of such shares, shared power to vote 7,554,713 of such shares, and shared power to dispose of 10,137,079 of such shares through itself and being the parent holding company or control person over each of the following subsidiaries: Wellington Group Holdings LLP-HC; Wellington Investment Advisors LLP-HC; and Wellington Management Global Holdings, Ltd.-HC; each individually owning less than 5% of the total outstanding shares of common stock. The principal business address is 280 Congress Street, Boston, Massachusetts 02210.

(6)Based solely on information contained in a Schedule 13G/A filed on January 30, 2024 (the "State Street 13G"), State Street Corporation beneficially owns 6,922,713 shares of common stock, with sole power to vote on none of such shares, shared power to vote 5,520,858 of such shares, sole power to dispose of none of such shares, and shared power to dispose of 6,911,213 of such shares, through itself and being the parent holding company or control person over each of the following subsidiaries: SSGA Funds Management, Inc.; State Street Global Advisors Europe Limited; State Street Global Advisors Limited; State Street Global Advisors Trust Company; State Street Global Advisors, Australia, Limited; State Street Global Advisors (Japan) Co., Ltd.; and State Street Global Advisors Asia Limited; each individually owning less than 5% of the total outstanding shares of common stock. The principal business address is One Congress Street, Suite 1, Boston, Massachusetts 02114.

Our Board of Directors has adopted a written policy regarding the review, approval and ratification of transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that management present to the Audit Committee any proposed “related person transaction” (defined as any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) had, has or will have a direct or indirect interest), including all relevant facts and circumstances relating thereto. The Audit Committee will review the relevant facts and circumstances of each related person transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third-party, whether the related party transaction is inconsistent with the interests of the Company and its stockholders, the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of the Company’s Code of Business Conduct and Ethics, and either approve or disapprove the related person transaction. If advance Audit Committee approval of a related person transaction requiring the Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chair of the Audit Committee subject to ratification of the transaction by the Audit Committee at the Audit Committee’s next regularly scheduled meeting; provided, that if ratification shall not be forthcoming, management shall make all reasonable efforts to cancel or annul such transaction. Any related person transaction shall be consummated and shall continue only if the Audit Committee has approved or ratified such transaction in accordance with Section 2-419 of the MGCL (if applicable), or any successor provision thereto, the Company’s charter and bylaws and the guidelines set forth in the related person policy.

If you plan to attend the Annual Meeting, you must be a registered holder or beneficial owner of shares of Xenia common stock as of the close of business on the record date of March 21, 2024, and obtain an admission ticket in advance. Tickets will be available to registered and beneficial owners. You can print your own tickets and you must bring them to the meeting to gain access. Tickets can be printed by accessing the "Register for Meeting" registration link at www.proxyvote.com and following the instructions provided (you will need the 16 digit number included on your proxy card, voter instruction form or Notice). Representatives of corporate or institutional stockholders will need to pre-register and bring valid, government-issued photo identification to the meeting together with their admission ticket. If you are unable to print your tickets, please contact us at 407-246-8100 for assistance. Requests for admission tickets will be processed in the order in which they are received and must be requested no later than 11:59 p.m. Eastern Time on Friday, May 10, 2024. Please note that seating for beneficial owners is limited and requests for tickets by beneficial owners will be accepted on a first-come, first-served basis. On the day of the meeting, each stockholder will be required to present a valid picture identification such as a driver's license or passport with their admission ticket and you may be denied admission if you do not. Seating will begin at 7:50 a.m. and the meeting will begin promptly at 8:00 a.m.

This proxy statement for the Annual Meeting and the Annual Report for the fiscal year ended December 31, 2023, are available free of charge at www.proxyvote.com. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the SEC (exclusive of exhibits and documents incorporated by reference), may also be obtained for free by directing written requests to: Xenia Hotels & Resorts, Inc., Attention: VP – Finance, 200 S. Orange Avenue, Suite 2700, Orlando, Florida 32801. Copies of exhibits and basic documents filed with the Annual Report on Form 10-K or referenced therein will be furnished to stockholders upon written request and payment of a nominal fee in connection with the furnishing of such documents. You may also obtain the Annual Report on Form 10-K over the internet at the SEC’s website at www.sec.gov or on our website at www.xeniareit.com.

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. A number of brokers with account holders who are stockholders may be householding the Company’s proxy materials. If you receive a householding notification from your broker, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received by your broker. Once you receive notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to

This proxy statement, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company's future plans, strategies and expectations. Forward-looking statements are generally identifiable by use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "guidance," "predict," "potential," "continue," "likely," "will," "would," "illustrative," references to "outlook" and "guidance" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this proxy statement include, among others, statements about our plans, strategies, or other future events, the outlook related to macroeconomic factors and general economic uncertainty and a potential contraction in the U.S. or global economy or low levels of economic growth, including such effects on the demand for travel, transient and group business, capital expenditures, timing of renovations, financial performance, prospects or future events. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company's control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic uncertainty and a contraction in the U.S. or global economy or low levels of economic growth; (ii) macroeconomic and other factors beyond our control that can adversely affect and reduce demand for hotel rooms, food and beverage services, and/or meeting facilities, such as wars, prolonged geopolitical unrest, actual or threatened terrorist or cyber-attacks, mass casualty events, government shutdowns and closures, travel-related health concerns, global outbreaks of pandemics (such as the COVID-19 pandemic) or

floods, wildfires, and droughts, and natural or man-made disasters; (iii) inflation and inflationary pressures which increases our labor and other costs of providing services to guests and meeting hotel brand standards, as well as costs related to construction and other capital expenditures, property and other taxes, and insurance which could result in reduced operating profit margins; (iv) bank failures and concerns over a near-term recession; (v) the Company’s dependence on third-party managers of its hotels, including its inability to implement strategic business decisions directly; (vi) risks associated with the hotel industry, including competition, increases in wages and benefits, energy costs and other operating costs, cyber incidents, information technology failures, downturns in general and local economic conditions, prolonged periods of civil unrest in our markets, and cancellation of or delays in the completion of anticipated demand generators; (vii) the availability and terms of financing and capital and the general volatility of securities markets; (viii) risks associated with the real estate industry, including environmental contamination and costs of complying with the Americans with Disabilities Act and similar laws; (ix) interest rate increases; (x) ability to successfully negotiate amendments and covenant waivers with its unsecured and secured indebtedness; (xi) the Company's ability to comply with covenants, restrictions, and limitations in any existing or revised loan agreements with our unsecured and secured lenders; (xii) the possible failure of the Company to qualify as a REIT and the risk of changes in laws affecting REITs; (xiii) the possibility of uninsured or under insured losses, including those relating to natural disasters, terrorism, government shutdowns and closures, civil unrest, or cyber incidents; (xiv) risks associated with redevelopment and repositioning projects, including disruption, delays and cost overruns; (xv) levels of spending in business and leisure segments as well as consumer confidence; (xvi) declines in occupancy and average daily rate; (xvii) the seasonal and cyclical nature of the real estate and hospitality businesses; (xviii) changes in distribution arrangements, such as through Internet travel intermediaries; (xix) relationships with labor unions and changes in labor laws, including increases to minimum wages; (xx) the impact of changes in the tax code and uncertainty as to how some of those changes may be applied; (xxi) monthly cash expenditures and the uncertainty around predictions; (xxii) labor shortages; (xxiii) disruptions in supply chains resulting in delays or inability to procure required products; and (xiv) the risk factors discussed in the Company’s Annual Report on Form 10-K, as updated in its Quarterly Reports. Accordingly, there is no assurance that the Company's expectations will be realized. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this proxy statement. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements,


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¨	Soliciting Material Pursuant to §240.14a-12


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Executive Officers/Non-Employee Directors						Multiple of Base Salary/Annual Base Retainer
Chief Executive Officer						5X
Other Executive Officers						3X
Non-Employee Directors						5X


Name	Fees Earned in Cash ($)(1)		LTIP Unit Awards/Shares of Common Stock ($)(2)		Total ($)
John H. Alschuler(3)	$	34,212	$	—	$	34,212
Keith E. Bass	$	85,000	$	100,011	$	185,011

Thomas M. Gartland	$	95,000	$	100,011	$	195,011
Beverly K. Goulet	$	95,000	$	100,011	$	195,011
Arlene Isaacs-Lowe	$	92,500	$	100,011	$	192,511
Mary E. McCormick	$	100,000	$	100,011	$	200,011
Terrence Moorehead	$	95,000	$	100,011	$	195,011
Dennis D. Oklak	$	127,500	$	100,011	$	227,511


Name	Threshold Annual Bonus (% of annual base salary)	Target Annual Bonus (% of annual base salary)	Maximum Annual Bonus (% of annual base salary)
Marcel Verbaas	100%	170%	270%
Barry A.N. Bloom	75%	125%	200%
Atish Shah	60%	100%	160%
Taylor C. Kessel	60%	100%	160%
Joseph T. Johnson	45%	75%	120%


			By Order of the Board of Directors

			Taylor C. Kessel Corporate Secretary


ARTICLE V: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			55
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			55
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES			56
ARTICLE VI: REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			57
ARTICLE VII: STOCK			58
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			58
ARTICLE VIII: CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			60
STATEMENT OF POLICY REGARDING TRANSACTIONS WITH RELATED PERSONS			60
ARTICLE IX: ATTENDING THE ANNUAL MEETING			60
ARTICLE X: MISCELLANEOUS			60
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K			60
HOUSEHOLDING			60
FORWARD-LOOKING STATEMENTS			61
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING			62


ü						The Board of Directors unanimously recommends that the stockholders vote “FOR” each of Marcel Verbaas, Dennis D. Oklak, Keith E. Bass, Thomas M. Gartland, Beverly K. Goulet, Arlene Isaacs-Lowe, Mary E. McCormick, and Terrence Moorehead as directors to serve and hold office until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualify.


Metric	Weighting	Threshold 0.6x	Target 1.0x	Maximum 1.6x	Actual Performance
Adjusted FFO per share	55.0%	$1.147	$1.509	$1.871	$1.540
Hotel EBITDA Margin	15.0%	24.0%	27.0%	30.0%	26.4%
RevPAR	10.0%	$163.91	$172.54	$181.17	$169.46
Individual Performance Objectives	20.0%	Varies Per Executive			Achieved at Maximum Level


	2023 Cash Incentive Earned
Name	% of Base Salary	% of Target	Total ($)
Marcel Verbaas	190.1%	111.8%	$	1,710,979
Barry A.N. Bloom	140.2%	112.2%	$	813,426
Atish Shah	112.2%	112.2%	$	617,082

Taylor C. Kessel	112.2%	112.2%	$	504,885
Joseph T. Johnson	84.1%	112.2%	$	328,175


	Company TSR Percentage	Absolute TSR Vesting Percentage
	< 6.0%	0.00%
Threshold Level	6.0%	14.29%
Target Level	9.0%	42.90%
Maximum Level	> 13.0%	100.00%


	Threshold Base Units		Target Base Units		Maximum Base Units
Name	Absolute	Relative	Absolute	Relative	Absolute	Relative
Class A Units
Marcel Verbaas	15,222	45,665	45,697	137,090	106,519	319,557
Barry A.N. Bloom	7,501	22,501	22,517	67,552	52,488	157,463
Atish Shah	5,736	17,207	17,219	51,657	40,138	120,413
Taylor C. Kessel	3,530	10,589	10,596	31,789	24,700	74,100
Joseph T. Johnson	2,427	7,280	7,285	21,855	16,981	50,944


Name	Total Class A Units	Absolute TSR Base Units	Relative TSR Base Units
Marcel Verbaas	489,988	106,519	319,557
Barry A.N. Bloom	241,444	52,488	157,463
Atish Shah	184,634	40,138	120,413
Taylor C. Kessel	113,620	24,700	74,100
Joseph T. Johnson	78,114	16,981	50,944


Name						Time-Based LTIP Units
Marcel Verbaas						60,869
Barry A.N. Bloom						29,993
Atish Shah						22,936
Taylor C. Kessel						14,115
Joseph T. Johnson						9,704


			Compensation Committee of the Board of Directors
			Thomas M. Gartland, Chair
			Keith E. Bass
			Terrence Moorehead


Name	Company Contributions to 401(k) Plan(a)		Life/Disability Insurance Premiums(b)		Executive Physicals		Other Payments		Total
Marcel Verbaas	$	14,900	$	1,512	$	4,030	$	—	$	20,442
Barry A.N. Bloom	$	14,900	$	1,512	$	4,030	$	—	$	20,442
Atish Shah	$	14,900	$	1,512	$	3,863	$	—	$	20,275
Taylor C. Kessel	$	14,900	$	1,512	$	3,573	$	—	$	19,985
Joseph T. Johnson	$	14,900	$	1,473	$	3,973	$	—	$	20,346


Name	Number of Shares Acquired on Vesting of LTIP Units (#)(1)	Value Realized on Vesting of LTIP Units ($)(2)
Marcel Verbaas	43,356	$	636,466
Barry A.N. Bloom	23,094	$	339,020
Atish Shah	17,433	$	255,916
Taylor C. Kessel	5,673	$	83,280
Joseph T. Johnson	7,301	$	107,179


Year	Summary Compensation Table Total for PEO ($)		Compensation Actually Paid to PEO ($)(1)(2)		Average Summary Compensation Table Total for Non-PEO NEOs		Average Compensation Actually Paid to Non-PEO NEOs(1)(2)		Value of Initial Fixed $100 Investment Based on:				Net Income (Loss) ($'s in 000's)		Adjusted FFO per Diluted Share(4)
									Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)(3)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2023	$	7,264,099	$	5,405,767	$	2,538,957	$	1,899,090	$	68.29	$	91.12	$	19,874	$	1.54
2022	$	7,308,838	$	1,976,867	$	2,555,907	$	831,879	$	64.02	$	74.18	$	57,630	$	1.54
2021	$	6,953,315	$	8,830,606	$	2,394,401	$	2,938,620	$	87.38	$	79.36	$	(146,615)	$	0.28
2020	$	5,947,548	$	3,714,941	$	2,043,773	$	1,361,442	$	73.34	$	66.77	$	(166,886)	$	(0.82)


	FY 2023		FY 2022
Audit Fees(1)	$	1,187,853	$	1,084,176
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees	1,780		2,000
Total	$	1,189,633	$	1,086,176


			Audit Committee of the Board of Directors
			Beverly K. Goulet, Chair
			Arlene Isaacs-Lowe
			Mary E. McCormick
			Terrence Moorehead


			By Order of the Board of Directors

			Marcel Verbaas
			Chair and Chief Executive Officer

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Xenia Hotels & Resorts, Inc.
Entity Central Index Key	0001616000