XENIA HOTELS & RESORTS, INC., DEF 14A filed on 3/31/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
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
v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
YearSummary 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)
2025$7,048,188 $10,053,344 $2,552,820 $3,420,695 $104.56 $124.28 $66,899 $1.76 
2024$6,854,606 $10,728,065 $2,462,386 $3,623,415 $105.06 $122.80 $16,870 $1.59 
2023$7,264,099 $5,405,767 $2,538,957 $1,899,090 $93.11 $136.48 $19,874 $1.54 
2022$7,308,838 $1,976,867 $2,555,907 $831,879 $87.29 $111.11 $57,630 $1.54 
2021$6,953,315 $8,830,606 $2,394,401 $2,938,620 $119.14 $118.86 $(146,615)$0.28 
        
Company Selected Measure Name (4)Adjusted FFO per Diluted Share        
Named Executive Officers, Footnote
Year
PEO
Non-PEO NEOs
2025Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2024Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2023
Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2022
Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
2021
Marcel VerbaasBarry A.N. Bloom, Atish Shah, Taylor C. Kessel and Joseph T. Johnson
        
Peer Group Issuers, Footnote For the relevant fiscal year, represents the cumulative TSR (the "Peer Group TSR") of the Dow Jones U.S. Hotel and Lodging REIT Index.        
PEO Total Compensation Amount $ 7,048,188 $ 6,854,606 $ 7,264,099 $ 7,308,838 $ 6,953,315
PEO Actually Paid Compensation Amount $ 10,053,344 10,728,065 5,405,767 1,976,867 8,830,606
Adjustment To PEO Compensation, Footnote Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Compensation actually paid to our named executive officers represents the "Total" compensation reported in the "Summary Compensation Table" for the applicable fiscal year, as adjusted as follows:
2021
2022
202320242025
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Summary Compensation Table Total Compensation$6,953,315 $2,394,401 $7,308,838 $2,555,907 $7,264,099 $2,538,957 $6,854,606 $2,462,386 $7,048,188 $2,552,820 
Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation for Applicable FY$(4,113,026)$(1,336,742)$(4,139,148)$(1,374,337)$(4,632,679)$(1,460,303)$(4,395,495)$(1,425,355)$(4,264,490)$(1,396,471)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End$3,861,825 $1,255,101 $2,157,125 $716,240 $3,754,048 $1,183,343 $6,030,854 $1,955,661 $5,460,736 $1,788,200 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date$— $— $— $— $— $— $— $— $— $— 
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date$1,139,787 $324,636 $(1,436,635)$(436,744)$(744,179)$(242,127)$287,449 $94,630 $546,783 $171,712 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End$988,705 $301,224 $(2,005,634)$(650,494)$(635,848)$(211,161)$1,433,455 $452,161 $575,588 $186,782 
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date$— $— $92,321 $21,307 $400,326 $90,381 $517,196 $83,932 $686,539 $117,652 
Compensation Actually Paid$8,830,606 $2,938,620 $1,976,867 $831,879 $5,405,767 $1,899,090 $10,728,065 $3,623,415 $10,053,344 $3,420,695 
        
Non-PEO NEO Average Total Compensation Amount $ 2,552,820 2,462,386 2,538,957 2,555,907 2,394,401
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,420,695 3,623,415 1,899,090 831,879 2,938,620
Adjustment to Non-PEO NEO Compensation Footnote Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
Compensation actually paid to our named executive officers represents the "Total" compensation reported in the "Summary Compensation Table" for the applicable fiscal year, as adjusted as follows:
2021
2022
202320242025
AdjustmentsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOsPEOAverage Non-PEO NEOs
Summary Compensation Table Total Compensation$6,953,315 $2,394,401 $7,308,838 $2,555,907 $7,264,099 $2,538,957 $6,854,606 $2,462,386 $7,048,188 $2,552,820 
Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation for Applicable FY$(4,113,026)$(1,336,742)$(4,139,148)$(1,374,337)$(4,632,679)$(1,460,303)$(4,395,495)$(1,425,355)$(4,264,490)$(1,396,471)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End$3,861,825 $1,255,101 $2,157,125 $716,240 $3,754,048 $1,183,343 $6,030,854 $1,955,661 $5,460,736 $1,788,200 
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date$— $— $— $— $— $— $— $— $— $— 
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date$1,139,787 $324,636 $(1,436,635)$(436,744)$(744,179)$(242,127)$287,449 $94,630 $546,783 $171,712 
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End$988,705 $301,224 $(2,005,634)$(650,494)$(635,848)$(211,161)$1,433,455 $452,161 $575,588 $186,782 
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date$— $— $92,321 $21,307 $400,326 $90,381 $517,196 $83,932 $686,539 $117,652 
Compensation Actually Paid$8,830,606 $2,938,620 $1,976,867 $831,879 $5,405,767 $1,899,090 $10,728,065 $3,623,415 $10,053,344 $3,420,695 
        
Compensation Actually Paid vs. Total Shareholder Return
The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining named executive officers, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net income (loss)*, and (iv) our Adjusted FFO per Diluted Share, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends, if any, were reinvested.
Article 4.13.01 - CAP vs TSR.jpg
        
Compensation Actually Paid vs. Net Income
Article 4.13.02 - CAP vs Net Income.jpg
*The Company does not currently utilize net income as a metric in any of its incentive programs.
        
Compensation Actually Paid vs. Company Selected Measure
Article 4.13.03 - CAP vs AFFO per Diluted Share.jpg
        
Total Shareholder Return Amount $ 104.56 105.06 93.11 87.29 119.14
Peer Group Total Shareholder Return Amount 124.28 122.80 136.48 111.11 118.86
Net Income (Loss) $ 66,899,000 $ 16,870,000 $ 19,874,000 $ 57,630,000 $ (146,615,000)
Company Selected Measure Amount | $ / shares 1.76 1.59 1.54 1.54 0.28
PEO Name Marcel Verbaas Marcel Verbaas Marcel Verbaas Marcel Verbaas Marcel Verbaas
Additional 402(v) Disclosure 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, 2025 and prior fiscal years.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Relative TSR        
Measure:: 2          
Pay vs Performance Disclosure          
Name Absolute TSR        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted FFO per Diluted Share        
Non-GAAP Measure Description 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, 2025, 2024, 2023, 2022 and 2021 furnished on Form 8-K, dated February 24, 2026, February 25, 2025, February 27, 2024, March 1, 2023 and March 1, 2022, respectively.        
Measure:: 4          
Pay vs Performance Disclosure          
Name Hotel EBITDA Margin        
Measure:: 5          
Pay vs Performance Disclosure          
Name RevPAR        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,264,490) $ (4,395,495) $ (4,632,679) $ (4,139,148) $ (4,113,026)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,460,736 6,030,854 3,754,048 2,157,125 3,861,825
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 575,588 1,433,455 (635,848) (2,005,634) 988,705
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 546,783 287,449 (744,179) (1,436,635) 1,139,787
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 686,539 517,196 400,326 92,321 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,396,471) (1,425,355) (1,460,303) (1,374,337) (1,336,742)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,788,200 1,955,661 1,183,343 716,240 1,255,101
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 186,782 452,161 (211,161) (650,494) 301,224
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 171,712 94,630 (242,127) (436,744) 324,636
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 117,652 $ 83,932 $ 90,381 $ 21,307 $ 0
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company does not grant (and does not currently have any outstanding) stock options, SARs or any similar awards with "option-like" features and therefore has not adopted a policy regarding the timing of any such awards in connection with the disclosure of material non-public information of the Company, however, as a general matter, the Company does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation.
Award Timing Method
The Company does not grant (and does not currently have any outstanding) stock options, SARs or any similar awards with "option-like" features and therefore has not adopted a policy regarding the timing of any such awards in connection with the disclosure of material non-public information of the Company, however, as a general matter, the Company does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered the Company does not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true