Xenia Hotels & Resorts, Inc.XHR
Xenia Hotels & Resorts, Inc. Stock Compensation Disclosure
Share-Based Compensation
2015 Incentive Award Plan
On January 9, 2015, the Company adopted, and its former parent, InvenTrust Properties Corp. ("InvenTrust") as its sole common stockholder approved, the 2015 Incentive Award Plan (the "2015 Incentive Award Plan") effective as of February 2, 2015 (the date prior to the date of the Company's separation from InvenTrust), under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which the Company competes. The plan allows for the grant of both share-based awards relating to the Company's common stock and partnership units (i.e. LTIP Units) in the Operating Partnership. As of December 31, 2025, the aggregate number of shares that may be issued under the 2015 Incentive Award Plan was 4,023,758.
Restricted Stock Unit Grants
The Compensation Committee of the Board of Directors approved the following awards of restricted stock units under the 2015 Incentive Award Plan for the years ended December 31, 2023, 2024 and 2025:
Grant Date | Grant Description | Time-Based Grants | Performance-Based Grants | Weighted-Average Grant Date Fair Value | ||||||||||||||||||||||
| February 2023 | 2023 Restricted Stock Units | 133,393 | 81,509 | $ | 12.30 | |||||||||||||||||||||
| February 2024 | 2024 Restricted Stock Units | 170,041 | 92,262 | $ | 11.35 | |||||||||||||||||||||
| February 2025 | 2025 Restricted Stock Units | 154,752 | 93,778 | $ | 11.00 | |||||||||||||||||||||
Each award of time-based Restricted Stock Units will vest as follows, subject to continued employment with the Company or its affiliates through each applicable vesting date: thirty-three percent (33%) on the first anniversary of the vesting commencement date, thirty-three percent (33%) on the second anniversary of the vesting commencement date, and thirty-four percent (34%) on the third anniversary of the vesting commencement date.
The performance-based Restricted Stock Units are designated twenty-five percent (25%) as absolute total stockholder return ("TSR") units and seventy-five percent (75%) as relative TSR share units. The absolute TSR share units vest based on achievement of varying levels of the Company's TSR over the three-year performance period. The relative TSR share units vest based on the ranking of the Company's TSR as compared to a defined peer group over the three-year performance period.
Vesting of performance-based Restricted Stock Units is also subject to continued employment with the Company or its affiliates through the applicable vesting date.
LTIP Unit Grants
LTIP Units are a class of limited partnership units in the Operating Partnership. Initially, the LTIP Units do not have full parity with common units of the Operating Partnership with respect to liquidating distributions. However, upon the occurrence of certain events described in the Operating Partnership's partnership agreement, the LTIP Units can over time achieve full parity with the common units for all purposes. If such parity is reached, vested LTIP Units may be converted into an equal number of common units on a one-for-one basis at any time at the request of the LTIP Unit holder or the general partner of the Operating Partnership. Common units are redeemable for cash based on the fair market value of an equivalent number of shares of the Company’s common stock, or, at the election of the Company, an equal number of shares of the Company’s common stock, each subject to adjustment in the event of stock splits, specified extraordinary distributions or similar events.
The Compensation Committee of the Board of Directors approved the issuance of the following awards under the 2015 Incentive Award Plan to certain executives for the years ended December 31, 2023, 2024 and 2025:
Grant Date | Grant Description | Time-Based LTIP Units | Performance-Based Class A LTIP Units | Weighted-Average Grant Date Fair Value | ||||||||||||||||||||||
February 2023 | 2023 LTIP Units | 137,617 | 1,107,800 | $ | 8.41 | |||||||||||||||||||||
February 2024 | 2024 LTIP Units | 149,221 | 1,201,212 | $ | 7.48 | |||||||||||||||||||||
February 2025 | 2025 LTIP Units | 147,882 | 1,190,445 | $ | 7.36 | |||||||||||||||||||||
Each award of time-based LTIP Units will vest as follows, subject to continued employment with the Company or its affiliates through each applicable vesting date: thirty-three percent (33%) on the first anniversary of the vesting commencement date, thirty-three percent (33%) on the second anniversary of the vesting commencement date, and thirty-four percent (34%) on the third anniversary of the vesting commencement date.
A portion of each award of Class A LTIP Units are designated as a number of base units. The base units are designated twenty-five percent (25%) as absolute TSR base units and vest based on achievement of varying levels of the Company’s TSR over the three-year performance period. The other seventy-five percent (75%) of the base units are designated as relative TSR base units and vest based on the ranking of the Company’s TSR as compared to a defined peer group over the three-year performance period. Vesting of Class A LTIP Units is also subject to continued employment with the Company or its affiliates through the applicable vesting date.
Pursuant to the Director Compensation Program, the Company approved the issuance of the following fully vested LTIP Units under the 2015 Incentive Award Plan to the Company's non-employee directors for the years ended December 31, 2023, 2024 and 2025:
Grant Date | Grant Description | Time-Based Grants | Grant Date Fair Value | |||||||||||||||||
May 2023 | 2023 LTIP Units | 56,917 | $ | 12.30 | ||||||||||||||||
May 2024 | 2024 LTIP Units | 47,362 | $ | 14.78 | ||||||||||||||||
May 2025 | 2025 LTIP Units | 56,819 | $ | 12.32 | ||||||||||||||||
LTIP Units (other than unvested Class A LTIP Units), whether vested or unvested, receive the same quarterly per-unit distributions as common units in the Operating Partnership, which equal the per-share distributions on the common stock of the Company. Class A LTIP Units that have not satisfied the applicable performance vesting conditions receive a quarterly per-unit distribution equal to ten percent (10%) of the distribution paid on common units in the Operating Partnership.
The following is a summary of the unvested incentive awards under the 2015 Incentive Award Plan as of December 31, 2025 and 2024:
| 2015 Incentive Award Plan Restricted Stock Units | 2015 Incentive Award Plan LTIP Units(1) | Total | |||||||||||||||
| Unvested as of December 31, 2023 | 316,500 | 2,160,198 | 2,476,698 | ||||||||||||||
| Granted | 262,303 | 1,397,795 | 1,660,098 | ||||||||||||||
Vested(2) | (93,913) | (332,755) | (426,668) | ||||||||||||||
| Expired | (34,868) | (640,295) | (675,163) | ||||||||||||||
| Forfeited | (17,868) | — | (17,868) | ||||||||||||||
| Unvested as of December 31, 2024 | 432,154 | 2,584,943 | 3,017,097 | ||||||||||||||
| Granted | 248,530 | 1,395,146 | 1,643,676 | ||||||||||||||
Vested(2) | (212,453) | (972,050) | (1,184,503) | ||||||||||||||
| Expired | (18,280) | (321,726) | (340,006) | ||||||||||||||
| Unvested as of December 31, 2025 | 449,951 | 2,686,313 | 3,136,264 | ||||||||||||||
| Weighted-average fair value of unvested shares/units | $ | 10.98 | $ | 7.43 | $ | 7.94 | |||||||||||
(1)Includes time-based LTIP Units and performance-based Class A LTIP Units.
(2)During the years ended December 31, 2025 and 2024, 57,669 and 25,521 shares of common stock, respectively, were withheld by the Company upon the settlement of the applicable awards in order to satisfy federal and state tax withholding requirements on the vesting of Restricted Stock Units under the 2015 Incentive Award Plan.
The grant date fair value of the time-based Restricted Stock Units and time-based LTIP Units is determined based on the closing price of the Company’s common stock on the grant date. The grant date fair value of performance-based units is determined based on a Monte Carlo simulation method with the following assumptions:
| Performance Award Grant Date | Percentage of Total Award | Grant Date Fair Value by Component | Volatility | Interest Rate | Dividend Yield | |||||||||||||||||||||||||||
| February 24, 2023 | ||||||||||||||||||||||||||||||||
| Absolute TSR Restricted Stock Units | 25% | $8.89 | 43.56% | 4.58% - 5.11% | 2.80% | |||||||||||||||||||||||||||
| Relative TSR Restricted Stock Units | 75% | $9.08 | 43.56% | 4.58% - 5.11% | 2.80% | |||||||||||||||||||||||||||
| Absolute TSR Class A LTIP Units | 25% | $8.89 | 43.56% | 4.58% - 5.11% | 2.80% | |||||||||||||||||||||||||||
| Relative TSR Class A LTIP Units | 75% | $8.81 | 43.56% | 4.58% - 5.11% | 2.80% | |||||||||||||||||||||||||||
| February 23, 2024 | ||||||||||||||||||||||||||||||||
| Absolute TSR Restricted Stock Units | 25% | $7.75 | 46.86% | 4.57% - 5.31% | 3.01% | |||||||||||||||||||||||||||
| Relative TSR Restricted Stock Units | 75% | $7.74 | 46.86% | 4.57% - 5.31% | 3.01% | |||||||||||||||||||||||||||
| Absolute TSR Class A LTIP Units | 25% | $7.81 | 46.86% | 4.57% - 5.31% | 3.01% | |||||||||||||||||||||||||||
| Relative TSR Class A LTIP Units | 75% | $7.75 | 46.86% | 4.57% - 5.31% | 3.01% | |||||||||||||||||||||||||||
| February 25, 2025 | ||||||||||||||||||||||||||||||||
| Absolute TSR Restricted Stock Units | 25% | $7.08 | 46.70% | 4.25% - 4.32% | 4.29% | |||||||||||||||||||||||||||
| Relative TSR Restricted Stock Units | 75% | $7.79 | 46.70% | 4.25% - 4.32% | 4.29% | |||||||||||||||||||||||||||
| Absolute TSR Class A LTIP Units | 25% | $7.17 | 46.70% | 4.25% - 4.32% | 4.29% | |||||||||||||||||||||||||||
| Relative TSR Class A LTIP Units | 75% | $7.81 | 46.70% | 4.25% - 4.32% | 4.29% | |||||||||||||||||||||||||||
Compensation expense related to time-based Restricted Stock Units and time-based LTIP Units is generally recognized on a straight-line basis over the vesting period and compensation expense related to performance-based units is generally recognized on a straight-line basis over the performance period. An acceleration of compensation expense recognition may occur in certain cases where the award recipient has met or will meet the retirement eligibility requirements prior to the vesting date.
The absolute and relative total stockholder returns are market conditions as defined by Accounting Standards Codification 718, Compensation - Stock Compensation ("ASC 718"). Market conditions include provisions wherein the vesting condition is met through the achievement of a specific value of the Company’s common stock, which is total stockholder return in this case. Market conditions differ from other performance awards under ASC 718 in that the probability of attaining the condition (and thus vesting of units or shares) is reflected in the initial grant date fair value of the award.
Accordingly, it is not appropriate to reconsider the probability of vesting in the award subsequent to the initial measurement of the award, nor is it appropriate to reverse any of the expense if the condition is not met. As such, once the expense for these awards is measured, the expense must be recognized over the vesting period regardless of whether the target is met, or at what level the target is met. Expense may only be reversed if the holder of the instrument forfeits the award as a result of the holder's termination of service to the Company prior to vesting.
For the year ended December 31, 2025, the Company recognized approximately $12.4 million of share-based compensation expense (net of forfeitures) related to Restricted Stock Units and LTIP Units provided to certain of its executive officers and corporate employees. In addition, for the year ended December 31, 2025, the Company recognized $0.7 million of share-based compensation expense related to grants to its non-employee directors and capitalized approximately $0.7 million (net of forfeitures) related to Restricted Stock Units provided to certain other employees who oversee development and capital projects on behalf of the Company. As of December 31, 2025, there was $10.9 million of total unrecognized compensation costs related to unvested Restricted Stock Units, Class A LTIP Units and Time-Based LTIP Units issued under the 2015 Incentive Award Plan, which are expected to be recognized over a remaining weighted-average period of 1.66 years.
For the year ended December 31, 2024, the Company recognized approximately $13.0 million of share-based compensation expense (net of forfeitures) related to Restricted Stock Units and LTIP Units provided to certain of its executive officers and corporate employees. In addition, for the year ended December 31, 2024, the Company recognized $0.7 million of share-based compensation expense related to grants to its non-employee directors and capitalized approximately $0.6 million (net of forfeitures) related to Restricted Stock Units provided to certain other employees who oversee development and capital projects on behalf of the Company.
For the year ended December 31, 2023, the Company recognized approximately $12.5 million of share-based compensation expense (net of forfeitures) related to Restricted Stock Units and LTIP Units provided to certain of its executive officers and corporate employees. In addition, during the year ended December 31, 2023, the Company recognized $0.7 million of share-based compensation related to the grants to the Board of Directors and capitalized approximately $0.4 million (net of forfeitures) related to Restricted Stock Units provided to other employees who oversee development and capital projects on behalf of the Company.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 2, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.