Ashford Hospitality Trust Inc DEF 14A, filed Mar 29, 2024

Ashford Hospitality Trust Inc (AHT)

DEF 14A 2024-03-29 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Ashford Hospitality Trust Inc filed this DEF 14A on March 29, 2024.

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Meeting Date:			Tuesday, May 14, 2024

Meeting Time:			9:00 A.M., Central Daylight Time

Location:			Ashford Hospitality Trust Inc.
			14185 Dallas Parkway, Suite 1200
			Dallas, Texas 75254


SUMMARY			1
Annual Meeting of Stockholders			2
Voting Matters			2
Board Nominees			2
Summary of Director Diversity and Experience			4
Corporate Governance Highlights			4
PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS			6
Nominees for Election as Directors			7
Summary of Director Qualifications, Skills, Attributes and Experience			11
CORPORATE GOVERNANCE			12
Code of Business Conduct and Ethics			12
Stockholder Outreach			13
Board Leadership Structure			14
Board Role			14
Board Observers			15
Board Refreshment			15
Director Nomination Procedures by the Company			15
Stockholder Nominations			15
Stockholder and Interested Party Communication with our Board of Directors			16
Director Orientation and Continuing Education			16
Director Change in Occupation			16
Hedging and Pledging Policies			16
BOARD OF DIRECTORS AND COMMITTEES			17
Board Member Independence			17
Board Committees and Meetings			17
Current Committee Membership			18
Attendance at Annual Meeting of Stockholders			21
EXECUTIVE OFFICERS AND COMPENSATION			22
Executive Officers			22
EXECUTIVE COMPENSATION			24
Compensation Discussion and Analysis			24
2023 and 2024 Incentive Compensation Grant Decisions			26
Summary Compensation Table			28
Outstanding Equity Awards at 2023 Fiscal Year-End			29
Potential Payments Upon Termination of Employment or Change of Control			29
Pay Versus Performance Disclosure			31
PROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			33
PROPOSAL NUMBER THREE-RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. AS OUR INDEPENDENT AUDITORS			34
Audit Committee Report			34
Auditor Fees			35
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			36
Security Ownership of Management and Directors			36
Security Ownership of Certain Beneficial Owners			37
Delinquent Section 16(a) Reports			37
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			38
Conflict of Interest Policies			38


Our Relationship and Agreements with Ashford Inc. and its Subsidiaries			38
Our Relationship and Agreements with Braemar			47
OTHER PROPOSALS			49
GENERAL INFORMATION ABOUT VOTING			50
Solicitation of Proxies			50
Electronic Availability of Proxy Materials			50
Voting Securities			50
Voting			50
Counting of Votes			50
Right to Revoke Proxy			51
Multiple Stockholders Sharing the Same Address			51
Annual Report			51
Other Matters			51
ADDITIONAL INFORMATION			52


ANNEX A-INFORMATION REGARDING NON-GAAP FINANCIAL MEASURE			A-1
202 3 Adjusted EBITDAre			A-1


Time and Date						Record Date
9:00 A.M., Central Daylight Time, May 14, 2024						March 14, 2024


☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 14, 2024.

The Company's Proxy Statement for the 2024 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2023, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.ahtreit.com by clicking the "Investor" tab, then the "SEC Filings" tab and then the "Annual Meeting Material" link.


						Number of Common Shares Eligible to Vote at the Annual Meeting as of March 14, 2024
						39,708,792


Board Independence
•									All directors except our Chairman and Mr. Hays are independent


Leadership Structure
•									Chairman of the Board separate from CEO
•									Independent and empowered Lead Director with broadly-defined authority and responsibilities


Risk Oversight
•									Regular Board review of enterprise risk management and related policies, processes and controls
•									Board committees exercise oversight of risk for matters within their purview


Open Communication
•									We encourage open communication and strong working relationships among the Lead Director, Chairman, CEO and other directors and officers
•									Our directors have direct access to our officers and management and employees of our advisor


Accountability to Stockholders
•									Directors elected by majority vote in uncontested director elections
•									We have a non-classified Board and elect every director annually
•									We do not have a stockholder rights plan
•									We have opted out of the Maryland Control Share Acquisition Act (which provides certain takeover defenses)
•									We have not elected to be subject to the provisions of the Maryland Unsolicited Takeover Act, which would permit our Board to classify itself without a stockholder vote
•									Stockholders holding a stated percentage of our outstanding voting shares may call special meetings of stockholders
•									Board receives regular updates from management regarding interaction with stockholders and prospective investors


Board Practices
•									Robust annual Board and committee self-evaluation process
•									Balanced and diverse Board composition
•									Limits on outside public company board service


Conflicts of Interest
•									Matters relating to our advisor or any other related party are subject to the approval of our independent directors or Related Party Transactions Committee


☒			Definitive Proxy Statement


☐			Definitive Additional Materials


☐			Soliciting Material under §240.14a-12


MONTY J. BENNETT
Age: 58 Director since 2003 Committees: • Acquisitions (chair)			Mr. Bennett was first appointed to our Board in May 2003 and has served as Chairman of our Board since January 2013. He previously served as our Chief Executive Officer from May 2003 to February 2017. Mr. Bennett also currently serves as chair of our Acquisitions Committee. Mr. Bennett is also the Founder, Chairman and Chief Executive Officer of Ashford Inc. and is the Founder and Chairman of Braemar. Mr. Bennett has over 25 years of experience in the hotel industry and has experience in virtually all aspects of the hospitality industry, including hotel ownership, finance, operations, development, asset management and project management. In addition to his roles at Ashford, over his career Mr. Bennett has been a member and leader in numerous industry associations. Mr. Bennett is a lifelong advocate of civic engagement and takes pride in giving back to the Dallas-Fort Worth community. Together with the Ashford companies, he supports numerous charitable organizations including Alzheimer's Association, Habitat for Humanity, North Texas Food Bank, the S.M. Wright Foundation and the Special Olympics. He holds a Master's degree in Business Administration from Cornell's S.C. Johnson Graduate School of Management and received a Bachelor of Science degree with distinction from the School of Hotel Administration also at Cornell. He is a life member of the Cornell Hotel Society. Mr. Bennett's extensive industry experience as well as the strong and consistent leadership qualities he has displayed in his prior role as the Chief Executive Officer and a director of the Company and his experience with, and knowledge of, the Company and its operations gained in those roles and in his role as Chief Executive Officer and director of Ashford Inc. since its inception, are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company and as the Chairman of our Board.


AMISH GUPTA
Age: 44 Director since 2014 Independent Lead Director Committees: • Related Party Transactions (chair) • Acquisitions			Mr. Gupta was first elected to our Board in May 2014 and currently serves as our lead independent director ("Lead Director"), chair of our Related Party Transactions Committee and as a member of our Acquisitions Committee. Mr. Gupta is the co-founder of Montfort Capital Partners (“Montfort”), an asset management firm specializing in value-add real estate investments throughout the southern United States and has served as Montfort’s Managing Member since 2021. During this time, Montfort has acquired or is under development for over $275 million in assets and secured a programmatic partnership with a national private equity firm. Previously, Mr. Gupta served as a Managing Partner for RETC, LLC from 2010 to 2023, a property tax advisory firm that has represented over $40 billion in asset value nationally, where he was responsible for overall operations and strategy. In March 2023, Mr. Gupta guided RETC through a successful sale to Ryan, a global tax services and software provider that is the largest firm in the world dedicated exclusively to business taxes. Prior to joining RETC, Mr. Gupta served as a real estate associate at the Carlyle Group, a private equity firm headquartered in Washington D.C. with more than $189 billion in assets under management, a position he held for three years. Mr. Gupta received his MBA from the Kellogg School of Management and his B.A. from Emory University. Mr. Gupta’s extensive real estate knowledge, stemming from his experiences with Montfort, RETC, and the Carlyle Group, combined with his business acumen, will generate valuable insights into the economic environment of the real estate industry for the Board.


J. ROBISON HAYS, III
Chief Executive Officer and President Age: 46 Director since 2020			Mr. Hays was appointed to our Board effective June 2020. He has served as our Chief Executive Officer and President since May 2020 and prior to that served as our Chief Strategy Officer since 2015 and our Senior Vice President-Corporate Finance and Strategy since 2010. He has been with our Company since 2005. Mr. Hays also currently serves as Senior Managing Director at Ashford Inc. and served on its board of directors until June 2020. Mr. Hays also previously served as Chief Strategy Officer for Braemar until May 2020. Prior to 2013, in addition to his other responsibilities, Mr. Hays was in charge of our investor relations group. Mr. Hays is a frequent speaker at industry and Wall Street investor conferences. Prior to joining our Company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic direction. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas. Mr. Hays has been a frequent speaker at various lodging, real estate and alternative investment conferences around the globe. He earned his A.B. degree in Politics with a certificate in Political Economy from Princeton University and later studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy. Mr. Hays' extensive industry experience as well as the strong and consistent leadership qualities he has displayed as Chief Executive Officer and President and as a director of the Company and his experience with, and knowledge of, the Company and its operations gained in such roles are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company.


KAMAL JAFARNIA
Age: 57 Director since 2013 Independent Committees: • Nominating and Corporate Governance (chair) • Compensation			Mr. Jafarnia was appointed to our Board effective January 2013 and currently serves as chair of our Nominating and Corporate Governance Committee and as a member of our Compensation Committee. Mr. Jafarnia currently serves as General Counsel, Executive Vice President and Secretary of Opto Investments, Inc. (f/k/a Lonsdale Investment Technology, Inc.). Effective May 2021, the Board of Trustees of Bluerock Total Income + Real Estate Fund appointed Mr. Jafarnia to serve as an Independent Trustee, and, since March of 2022 Mr. Jafarnia has served as an Independent Trustee of the Bluerock High Income Institutional Credit Fund. From June 2019 through October 2022, he served as a non-executive independent director of Bluerock Residential Growth REIT (NYSE American: BRG), a publicly listed REIT that focuses on the acquisition of multi-family apartment properties which ultimately sold its assets to Blackstone. Since October 2022 Mr. Jafarnia has served as a non-executive independent director of Bluerock Homes Trust, Inc. (NYSE: BHM), a publicly listed REIT that focuses on the acquisition of single-family residential properties. Previously, Mr. Jafarnia served as General Counsel and Chief Compliance Officer at Artivest Holdings, Inc., which position he held from October 2018 to February 2021, and as Chief Compliance Officer of Altegris Advisors, LLC, which was the advisor to the Altegris KKR Commitments Fund. Prior to that, Mr. Jafarnia served as Managing Director for Legal and Business Development at Provasi Capital Partners LP. Prior to that, from October 2014 to December 2017, he served as Senior Vice President of W.P. Carey Inc. (NYSE: WPC), as well as Senior Vice President and Chief Compliance Officer of Carey Credit Advisors, Inc. and as Chief Compliance Officer and General Counsel of Carey Financial, LLC. Prior to joining W. P. Carey Inc., Mr. Jafarnia served as Counsel to two American Lawyer Global 100 law firms in New York. From March 2014 to October 2014, Mr. Jafarnia served as Counsel in the REIT practice group at the law firm of Greenberg Traurig, LLP. From August 2012 to March 2014, Mr. Jafarnia served as Counsel in the Financial Services & Products Group and was a member of the REIT practice group of Alston & Bird, LLP. Between 2006 and 2012, Mr. Jafarnia served as a senior executive, in-house counsel, and Chief Compliance Officer for several alternative investment program sponsors, including, among others, American Realty Capital, a real estate investment program sponsor, and its affiliated broker-dealer, Realty Capital Securities, LLC. Mr. Jafarnia received his J.D. from Temple University School of Law and LL.M. from Georgetown University. Mr. Jafarnia is a licensed attorney admitted to practice law in four states and the District of Columbia and has spent a majority of his career specifically as a regulatory compliance officer. Mr. Jafarnia has over 24 years of experience in the real estate and financial services industry as an attorney, owner, principal, compliance officer and executive. His experience in these multiple roles provides unique perspectives and benefits to the Board, including specifically with respect to regulatory compliance. Mr. Jafarnia also has and maintains numerous relationships in the real estate industry that may be beneficial to his service on the Board. In addition, Mr. Jafarnia brings his experience with, and knowledge of, the Company and its operations gained as a director of the Company since January 2013 to his role as a director of the Company.


DAVID W. JOHNSON
Age: 62 Director Nominee			Mr. Johnson is the Co-Founder and Managing Director at Horizon Capital Partners LLC ("Horizon Capital"), a commercial, residential, and mixed-use land acquisition and development company located in McKinney, Texas. Prior to Horizon Capital, Mr. Johnson founded Aimbridge Hospitality, Inc. and served as its Chief Executive Officer from 2003 to 2021. Earlier, he spent 17 years at Wyndham International, as the President of Wyndham Hotels, among other senior-level operations, sales and marketing positions. Mr. Johnson currently serves on the U.S. Travel Association ("USTA") board as a member of the Chairman’s Circle and as a member of USTA’s CEO Roundtable. Mr. Johnson has served as a director of Hilton Grand Vacations Inc. (NYSE: HGV) since 2017. Mr. Johnson previously served on several boards of directors, including Strategic Hotel (NYSE: BEE), where he was also a member of its audit committee and corporate governance committee from 2012 to 2016. From 2009 to 2012, Mr. Johnson served as a director of Gaylord Entertainment (NYSE: GET). He also serves on several nonprofit boards, including the Juvenile Diabetes Research Foundation and the Plano YMCA. Mr. Johnson received his undergraduate degree in business economics from Northeastern Illinois University, graduating with highest honors. The Company believes that Mr. Johnson’s extensive experience at premier hotel management companies as well as his marketing background, will provide our Board with valuable insights.


FREDERICK J. KLEISNER
Age: 79 Director since 2016 Independent Committees: • Compensation • Audit • Nominating and Corporate Governance Audit Committee Financial Expert			Mr. Kleisner was appointed to our Board in September 2016. Mr. Kleisner held a long illustrious career in the industry, serving as President and a director of Hard Rock Hotel Holdings, LLC, a destination casino and resort company, from October 2007 to March 2011. From December 2007 until March 2011, Mr. Kleisner also served as Chief Executive Officer of Morgans Hotel Group Co. (NASDAQ: MHGC), or Morgans, a hospitality company, and as President and Chief Executive Officer (including interim President and Chief Executive Officer) of Morgans from September 2007 until March 2009. Mr. Kleisner also served as a director of Morgans from February 2006 until March 2011. From January 2006 to September 2007, Mr. Kleisner was the Chairman and Chief Executive Officer of Rex Advisors, LLC, a hotel advisory firm. From August 1999 to December 31, 2005, Mr. Kleisner served as President, Chief Operating Officer and, from March 2000 to August, 2005, Chairman, President and Chief Executive Officer of Wyndham International, Inc., a global hotel company. Mr. Kleisner also served as Chairman of Wyndham International’s Board from October 2000 to August 2005. From January 1998 to August 1999, he served as President and Chief Operating Officer of The Americas for Starwood Hotels & Resorts Worldwide, Inc. Hotel Group. He has held senior positions with Westin Hotels and Resorts Worldwide, where he served as President and Chief Operating Officer from 1995 to 1998,Interstate Hotels Company, where he served as Executive Vice President and Group President of Operations from 1990 to 1995, the ITT Sheraton Corporation, where he served as Senior Vice President, Director of Operations, North America Division-East from 1985 to 1990, and Hilton Hotels, Corp. where for 16+ years he served as General Manager or Managing Director of several landmark hotels. Mr. Kleisner served as a director of Caesars Entertainment Corporation (NASDAQ: CZR) from 2013 to October 2017, Kindred Healthcare, Inc. (NYSE: KND) from 2009 to July 2018, and Apollo Residential Mortgage, Inc. (formerly NYSE: AMTG), a real estate investment trust, from July 2011 to August 2016. From November 2007 to August 2010, Mr. Kleisner served as a director of Innkeepers USA Trust, a subsidiary of Apollo Investment Corporation (NASDAQ: AINV). He is currently a director of Athora Holdings, Ltd., a specialist solutions provider for the European insurance and reinsurance market, European Gtd. Life & Reinsurance Co, Playtime, LLC, a manufacturer of antibacterial and antimicrobial playground equipment and play systems from 2018 to 2021, and Aimbridge Hospitality, Inc., a hotel investment and management firm from 2017 to 2019. Mr. Kleisner graduated from Michigan State University with a B.A. in Hotel Management, and currently serves as a Real Estate Investment Management Advisory Board member of Michigan State University's Eli Broad College of Business, School of Hospitality Business. He also completed advanced studies at the University of Virginia, Darden School of Business and attended the Catholic University of America. Mr. Kleisner's extensive, impressive experience in the management and operation of companies in the hospitality industry enables him to provide the Board with a wealth of knowledge regarding operational issues facing companies in the hospitality industry and a business acumen essential to guiding the Company's strategy.


SHERI L. PANTERMUEHL
Age: 67 Director since 2016 Independent Committees: • Audit (chair) • Related Party Transactions Audit Committee Financial Expert			Ms. Pantermuehl was first elected to our Board in May 2018 and currently serves as the chair of our Audit Committee and as a member of our Related Party Transactions Committee. Ms. Pantermuehl has served as the Chief Financial Officer of Alan Ritchey, Inc. since May 2015, which has operations in the transportation and agriculture segments. From February 2011 to April 2015, Ms. Pantermuehl performed back office functions and acted as the Chief Financial Officer for a number of small to medium size firms, including a software development/document imaging firm and a bio-technology firm. From April 2007 to January 2011, Ms. Pantermuehl served as Controller and Chief Financial Officer of Riptide Worldwide, Inc. Prior to that, Ms. Pantermuehl served as the Chief Financial Officer of Intrametrics Corporation and Vertical Computer Systems, Inc., and as Director of Finance of Blockbuster, Inc. Ms. Pantermuehl is a former Treasurer and member of the board of directors of the Arthritis Foundation. Ms. Pantermuehl received a bachelor's degree in Business Administration with an emphasis in Accounting and Finance from Texas A&M University and graduated magna cum laude. As a financial executive with over 28 years of experience as chief financial officer/controller of different companies and an innovative leader with significant successes in reducing operational costs and implementing effective strategies for business growth, Ms. Pantermuehl brings a valuable perspective on financial and related matters to the Board.


DAVINDER "SONNY" SRA
Age: 71 Director since 2023 Independent			Mr. Sra was first elected to our Board in July 2023. From 1995 to March 2020, Mr. Sra served in positions of escalating importance with Remington Lodging & Hospitality, LLC (“Remington Hospitality”). Remington Hospitality is a hotel management company and was acquired by Ashford Inc., the Company’s advisor, in November 2019. Mr. Sra retired from Remington Hospitality in March 2020 as Senior Vice President of Operations. Mr. Sra received a Bachelor of Science degree from Punjab University, India, and a Master of Business Administration degree from Georgia Southern University. Mr. Sra brings over 28 years of senior leadership experience in the hotel industry to his role as a member of our Board. Mr. Sra is a results-driven operations executive with a strong track record of success in high-end luxury brands, hotels, resorts and spas.


ALAN L. TALLIS
Age: 77 Director since 2013 Independent Committees: • Compensation (chair) • Audit • Related Party Transactions Audit Committee Financial Expert			Mr. Tallis has served on our Board since his appointment in January 2013. Mr. Tallis currently serves as the chair of our Compensation Committee and as a member of our Audit Committee and Related Party Transactions Committee. Mr. Tallis is currently principal of Alan L. Tallis & Associates, a consulting firm principally engaged in serving the lodging industry and providing litigation support. Mr. Tallis was appointed to the Advisory Board of Stonehill Strategic Hotel Credit Opportunity Fund II in 2008 and currently serves on a number of Advisory Boards for ownership and debt funds sponsored by or through Peachtree Hotel Group. From March 2008 through February 2011, Mr. Tallis served as Executive Vice President, Asset Management for our Company, and from February 2011 through January 2012, Mr. Tallis served as a consultant to our Company. From June 2006 to May 2007, Mr. Tallis served as a senior advisor to Blackstone Real Estate Advisors following its acquisition of La Quinta Corporation. From July 2000 until May 2006, Mr. Tallis served in various positions with La Quinta Corporation, most recently serving as President and Chief Development Officer of LQ Management LLC and President of La Quinta Franchising LLC. Prior to joining La Quinta Corporation, Mr. Tallis held various positions with Red Roof Inns, including serving as Executive Vice President-Chief Development Officer and General Counsel from 1994 to 1999. Mr. Tallis received an MBA from the Red McCombs School of Business at the University of Texas at Austin and a J.D. from the University of Miami. Mr. Tallis has over 44 years of experience in the lodging industry, including his responsibility for the growth of both of La Quinta Inns and Red Roof Inns. His diverse experience has included extensive transaction work, brand management and brand relations. In addition to his extensive experience in the lodging industry, Mr. Tallis' service with our Company, first as our Executive Vice President, Asset Management and then as a consultant and as a director of the Company, allows him to bring a valuable perspective to the Board.


What We Heard Stockholders Request			How We Responded
Pay Down Strategic Financing			In 2024, we provided an update on our plan to pay off our strategic financing, which has a final maturity date in January 2026. This plan includes raising sufficient capital through a combination of asset sales, mortgage debt refinancings, and non-traded preferred capital raising. As detailed in a January 31, 2024 announcement, the Company currently has several assets at various stages of the sales process. The Company is unlikely to sell all of these assets, but plans to determine which assets are capturing the most attractive valuations and resulting in the largest impact to its deleveraging effort. Additionally, the Company believes there could be substantial excess proceeds from the refinancing of the Renaissance Nashville loan which can be used to pay down the Company’s strategic financing.
Deleverage the Company's Balance Sheet			The Company is committed to significantly deleveraging and has reduced debt by over $1 billion over the past several years. Additional deleveraging will occur as the Company continues to sell certain assets and pays down its strategic financing. In addition, on March 11, 2024 the Company announced progress on its deleveraging plan with the sale of the Residence Inn Salt Lake City for $19.2 million. When adjusted for the Company’s anticipated capital expenditures, the sale price represented a 4.6% capitalization rate on 2023 net operating income, or 18.2x 2023 Hotel EBITDA. Excluding the anticipated capital spend, the sale price represented a 6.0% capitalization rate on 2023 net operating income, or 14.0x 2023 Hotel EBITDA. All of the proceeds from the sale were used to pay down debt.
Create a Path to Reinstate the Common Dividend			The Company is currently prohibited from paying a common dividend due to the terms of its strategic financing. To the extent the Company is successful in paying off its strategic financing, the Board of Directors will consider reinstating a common dividend that is appropriate for the Company at that time, taking into account numerous factors including the state of the lodging industry, the health of the economy, interest rates, and inflation.
Continue to Focus on Broadening Diversity			The Company believes that having different perspectives and backgrounds is an important factor in corporate governance. As a result, we added an additional person from an underrepresented minority group to the Board in 2023, and five of the nine proposed directors bring either ethnic or gender diversity perspectives to our Board. The Board and the Nominating and Corporate Governance Committee continue to assess the effectiveness of the Board’s diversity efforts as part of the annual board evaluation process.
Explanation of 2021 Reverse Stock Split			In 2021, we implemented a reverse share split to meaningfully increase the Company’s market price of the stock above the threshold required by many institutional investors to hold shares and to ensure we remained in compliance with the New York Stock Exchange’s continued listing standards.
Continue Commitment to Corporate Governance			Mr. Jafarnia has served on our board of directors since 2013 and brings substantial industry expertise to our board. In particular, Mr. Jafarnia's extensive experience in raising capital in the independent broker-dealer industry is crucial for the Company as it believes that a substantive amount of its future growth capital going forward may be sourced from the independent broker-dealer sector. In addition, in his role as Chair of the Nominating and Corporate Governance Committee, Mr. Jafarnia has recruited an additional person from an underrepresented minority group to serve as a director on our Board.


Capacity	Additional Annual Retainer ($)
Lead Director	$	50,000
Audit Committee Chair	$	25,000
Compensation Committee Chair	$	15,000
Nominating and Corporate Governance Committee Chair	$	15,000
Related Party Transactions Committee Chair	$	10,000
Committee Member (Non-Chair)	$	5,000


Name	Fees Earned or Paid in Cash		Stock Awards/LTIP (1)		All Other Compensation			Total
Benjamin J. Ansell, M.D.	$	103,750	$	94,996	$	—		$	198,746
Monty J. Bennett	$	—	$	—	$	3,611,875	(2)	$	3,611,875
Amish Gupta	$	158,750	$	94,996	$	—		$	253,746
Kamal Jafarnia	$	118,750	$	94,996	$	—		$	213,746
Frederick J. Kleisner	$	113,750	$	94,996	$	—		$	208,746
Sheri L. Pantermuehl	$	128,750	$	94,996	$	—		$	223,746
Davinder "Sonny" Sra	$	65,199	$	74,957	$	—		$	140,156
Alan L. Tallis	$	123,750	$	94,996	$	—		$	218,746


J. ROBISON HAYS, III
Chief Executive Officer and President Age: 46 Director since 2020						Mr. Hays has served as our Chief Executive Officer and President since May 2020 and prior to that served as our Chief Strategy Officer since 2015 and our Senior Vice President-Corporate Finance and Strategy since 2010. He has been with our Company since 2005. Mr. Hays also currently serves as Senior Managing Director at Ashford Inc. and served on its board of directors until June 2020. Mr. Hays also previously served as Chief Strategy Officer for Braemar until May 2020. Prior to 2013, in addition to his other responsibilities, Mr. Hays was in charge of our investor relations group. Mr. Hays is a frequent speaker at industry and Wall Street investor conferences. Prior to joining our Company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic direction. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas. Mr. Hays has been a frequent speaker at various lodging, real estate and alternative investment conferences around the globe. He earned his A.B. degree in Politics with a certificate in Political Economy from Princeton University and later studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy.


ALEX ROSE
Executive Vice President, General Counsel and Secretary Age: 38 Executive since 2021						Alex Rose has served as our Executive Vice President, General Counsel and Secretary since July 2021 and has served in that capacity for Ashford Inc. and Braemar since July 2021. Mr. Rose brings a broad range of legal experience and corporate governance expertise to our Company. Prior to joining our Company in 2021, he was a Partner at Kirkland & Ellis LLP from July 2018 to June 2021, where he worked with public and private companies, as well as private equity funds and their portfolio companies, in connection with complex transactions such as mergers, acquisitions, joint ventures, divestitures, private financings, recapitalizations, debt and equity security investments, and other general corporate matters. Previously, Mr. Rose was an attorney at Jones Day and Vinson & Elkins LLP. Mr. Rose holds a J.D. from Columbia University School of Law and a B.S. from the University of Kansas and is admitted to practice law in the States of Texas and New York.


DERIC S. EUBANKS
Chief Financial Officer and Treasurer Age: 48 Executive since 2011						Mr. Eubanks has served as our Chief Financial Officer and Treasurer since June 2014 and has served in that capacity for Ashford Inc. and Braemar since June 2014. Prior to serving as Chief Financial Officer and Treasurer, Mr. Eubanks served as our Senior Vice President of Finance from September 2011 to June 2014 and in that capacity for Braemar from April 2013 to June 2014. In his role as Chief Financial Officer and Treasurer, Mr. Eubanks is responsible for assisting our Chief Executive Officer with all corporate finance and financial reporting initiatives and capital market activities including equity raises, debt financings and loan modifications. He also oversees Investor Relations and is responsible for overseeing and executing our hedging strategies. Prior to his role as Senior Vice President of Finance, Mr. Eubanks was Vice President of Investments and was responsible for sourcing and underwriting hotel investments including direct equity investments, joint venture equity, preferred equity, mezzanine loans, first mortgages, B-notes, construction loans and other debt securities. Mr. Eubanks has been with us since our initial public offering in August of 2003. Mr. Eubanks has written several articles for industry publications and is a frequent speaker at industry conferences and industry round tables. Before joining our Company, Mr. Eubanks was a Manager of Financial Analysis for ClubCorp, where he assisted in underwriting and analyzing investment opportunities in the golf and resort industries. Mr. Eubanks earned a Bachelor of Business Administration degree from the Cox School of Business at Southern Methodist University and is a CFA charter holder. He is a member of the CFA Institute and the CFA Society of Dallas-Fort Worth.


JUSTIN COE
Chief Accounting Officer Age: 40 Executive since 2024						Mr. Coe has served as our Chief Accounting Officer since January 2024 and has served in that capacity for Ashford Inc. and for Braemar since January 2024. Prior to serving as Chief Accounting Officer, Mr. Coe served as the Senior Vice President of Accounting of Ashford Inc. since July 2015. As Senior Vice President of Accounting, Mr. Coe was responsible for overseeing most of the accounting functions for Ashford Inc. and each of its advised platforms, including the Company and Braemar. Such functions include tax, financial reporting, corporate controller, portfolio accounting, internal audit, information systems, acquisitions and special projects. Prior to joining Ashford Inc., Mr. Coe was a Senior Manager at Ernst & Young LLP and served since 2006 in various Assurance and Advisory roles for public and private companies in the airline, real estate, medical device and other industries domestically and internationally. Mr. Coe holds Bachelor of Business Administration and Master of Accountancy degrees from Texas State University - San Marcos and is a licensed certified public accountant (CPA) in the state of Texas.


What We Do						What We Don't Do
Pay for Performance. A substantial portion of our incentive compensation grants are tied to rigorous incentive compensation performance goals.						No Hedging/Pledging. We do not allow hedging or pledging of Company securities.
Equity Ownership Guidelines. We impose robust stock ownership guidelines on our executive officers.						Equity Ownership Guidelines. We do not count performance shares toward our stock ownership guidelines.
Clawback Policy. We must recover incentive compensation in various circumstances.						No Dividends on Unvested Performance Shares. We do not pay dividends on unvested performance shares unless the shares actually vest.
Independent Compensation Consultant. Our Compensation Committee uses the consulting firm of Gressle & McGinley, which is independent and provides no other services to the Company.						No Stock Options. We do not grant stock options.
Compensation Risk Assessment. We conduct an annual compensation risk assessment.						No Evergreen Provision. We have no evergreen provisions in our stock incentive plan.
External Advisor Compensation. We provide detailed disclosure of compensation paid by our advisor to our named executive officers.						No Perquisites. We do not provide our executive officers with any perquisites or retirement programs.


Executive	Deferred Cash Amount ($)
J. Robison Hays, III	$	2,596,369
Deric S. Eubanks	$	1,448,653
Alex Rose	$	1,097,464


Name and Principal Position	Year	Salary(1)		Stock Awards/ LTIPs(2)		All Other Compensation(3)		Total
J. Robison Hays, III	2023	$	—	$	430,576	$	1,982,478	$	2,413,054
President and Chief Executive Officer	2022	$	—	$	852,063	$	467,830	$	1,319,893
Deric S. Eubanks	2023	$	—	$	216,752	$	1,043,159	$	1,259,912
Chief Financial Officer	2022	$	—	$	480,613	$	263,882	$	744,494
Alex Rose	2023	$	—	$	164,204	$	696,765	$	860,968
Executive Vice President, General Counsel and Secretary	2022	$	—	$	193,796	$	106,404	$	300,200


Name	At Maximum
J. Robison Hays, III	$	1,076,441
Deric S. Eubanks	$	541,881
Alex Rose	$	410,509


Name	Number of Service-Based Equity Awards That Had Not Vested at December 31, 2023		Market Value of Service-Based Equity Awards That Had Not Vested at December 31, 2023 (1)		Number of Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2023		Market Value of Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2023 (1)
J. Robison Hays, III	14,251	(2)	$	27,647	—		$	—
	—		$	—	56,654	(3)	$	109,909
	—		$	—	32,752	(4)	$	63,539
Deric S. Eubanks	7,736	(2)	$	15,008	—		$	—
	—		$	—	31,956	(3)	$	61,995
	—		$	—	16,488	(4)	$	31,987
Alex Rose	—		$	—	12,886	(3)	$	24,999
	—		$	—	12,491	(4)	$	24,233