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Director Orientation and Continuing Education Hedging and Pledging Policies our common stock at the 2024 annual meeting of stockholders of the Company. We urge you to read the entire proxy statement before you vote. This proxy statement was first mailed to stockholders on or about March 29, 2024. statement: qualified or his or her earlier death or resignation. MONTY J. BENNETT Cornell Hotel Society. Mr. Gupta was first elected to Mr. Jafarnia received his ALAN L. TALLIS 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. Director Qualifications, Skills, Attributes and Experience stockholders. The Benjamin J. Ansell, M.D. Thomas E. Callahan Amish Gupta Kamal Jafarnia Philip S. Payne Allan L. Tallis Nominations December 31, 2023, each of our directors had stock ownership that met the guidelines or was within the grace period for satisfying the requirements. AND COMPENSATION Deric S. Eubanks Justin Coe Deric S. Eubanks, Our Named Executive Officers 2021 Stock Incentive Plan, as amended. We do not, however, provide any other compensation or employee benefit plans for our executive officers. Role of the Compensation Committee Compensation Committee. officer and stockholder stockholder views it receives on specific policies and desirable actions. the advisory fees we paid to Ashford Inc. in Company. Monty J. Bennett Douglas A. Kessler David A. Brooks Deric S. Eubanks(5) Jeremy Welter Monty J. Bennett Douglas A. Kessler David A. Brooks Deric S. Eubanks Jeremy Welter The LTIP units are a special class of partnership units in our operating partnership called "long-term incentive partnership Monty J. Bennett Chief Executive Officer Deric S. Eubanks(3) 2015 Chief Financial Officer and Treasurer Douglas A. Kessler 2015 President David A. Brooks 2015 Chief Operating Officer, General Counsel and Secretary Jeremy Welter 2015 Executive Vice President, Asset Management open market (or is prohibited from selling shares acquired on the open market) in order to meet compliance with the guidelines. As Monty J. Bennett Chief Executive Officer Deric S. Eubanks(3) Chief Financial Officer and Treasurer Douglas A. Kessler President David A. Brooks Chief Operating Officer, General Counsel and Secretary Jeremy Welter Executive Vice President, Asset Management Monty J. Bennett(3) Douglas A. Kessler David A. Brooks Deric S. Eubanks Jeremy Welter(3) Monty J. Bennett Deric S. Eubanks Douglas A. Kessler David A. Brooks Jeremy Welter Monty J. Bennett Deric S. Eubanks Douglas A. Kessler David A. Brooks Jeremy Welter officer, (iii) a change of control of the Company, (iv) a change of control of our advisor, if such change of control results in the vesting of the award under the terms of any employment agreement that the named executive officer has with our advisor, and (v) an involuntary termination of employment or the nonrenewal of the employment agreement to the extent such event causes vesting of the award under the employment agreement the named executive officer has with our advisor. (Our advisor is an affiliate under our equity incentive plan.) The number of PSUs or Performance LTIPs that vests is generally calculated based on performance at the greater of target or actual performance (based on a truncated performance period), except that in the case of clauses (iii) and (iv), the number is based solely on actual performance (based on a truncated performance period). outstanding; company; parent of the acquiror, of such assets, or the stockholders of the the employment agreement. The stock, (ii) Monty J. Bennett Archie Bennett, Jr. Benjamin J. Ansell, M.D. Thomas E. Callahan Amish Gupta Kamal Jafarnia Philip S. Payne Alan L. Tallis David A. Brooks Deric S. Eubanks Douglas A. Kessler Jeremy Welter All executive officers and directors as a group (14 persons) Common Stock Common Stock Common Stock Common Stock and its Subsidiaries Inc. and its subsidiaries, which are described below. $33.1 million and $34.8 million, respectively. respectively. Braemar properties. Audit Fees Audit-Related Fees Tax Fees All Other Fees Total Table
Contents
NOTICE OF ANNUAL MEETING OF STOCKHOLDERSTo Be HeldStockholders
17, 2016To14, 2024stockholdersBoard of ASHFORD HOSPITALITY TRUST, INC.: TheDirectors of Ashford Hospitality Trust, Inc., I cordially invite you to attend the 2024 annual meeting of stockholders of Ashford Hospitality Trust, Inc., a Maryland corporation,the Company, which will be held at the9:00 A.M., Central Daylight Time, on Tuesday, May 14, 2024 at our offices located at 14185 Dallas Marriott Suites Medical/Market Center, 2493 N. Stemmons Freeway,Parkway, Suite 1200, Dallas, Texas 7520775254.May 17, 2016 beginning at 9:00 a.m., Central time,a focused strategy to pay off our strategic financing in 2024.following purposes:(i)elect seven directorsreview the proxy statement and to hold office untilreturn your proxy card as soon as possible so that your shares will be represented at the next annual meetingmeeting.
stockholders and until their successors are elected and qualified;(ii)to ratifythe BoardMeeting 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 LLP, a national public accounting firm,P.C. as our independent auditorsauditor for the fiscal year ending December 31, 2016;(iii)to obtain advisory approval2024; and the company's executive compensation; and(iv)to transact any other business that may properly come before the annual meeting.and any postponement or adjournmentthe shares of common stock of which you were the annual meeting. Stockholdersholder of record at the close of business on AprilMarch 14, 2016 will be entitled to notice2024.and to vote atthe four ways:of stockholders.It is important thatand vote by ballot.shares be represented atproxy card.annual meeting of stockholders regardless ofinternet: Go to the size ofwebsite address shown on your holdings. Whether or not you plan to attendproxy card and follow the annual meeting of stockholders in person, please vote your shares by signing, datinginstructions on the website.returningreturn the enclosed proxy card as promptly as possible. A postage-paid envelope is enclosed if you wish to vote your shares by mail. If you hold shares in your own name as a holder of record and vote your shares by mail prior to the annual meeting of stockholders, you may revoke your proxy by any onepostage paid envelope.methods described herein if you choose to vote in person at the annual meetingBoard of stockholders. Voting promptly saves us the expense of a second mailing.By order of the board of directors,/s/ DAVID A. BROOKSDavid A. Brooks,Secretary
1100
1200April 25, 2016IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2016.The company's for the 2016 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2015, which includes the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, are available at www.ahtreit.com under the "Investor" link, at the "Annual Meeting Material" tab.1GENERAL INFORMATION ABOUT VOTING3Solicitation of Proxies3Voting Securities3Voting3Counting of Votes3Right to Revoke Proxy4Multiple Stockholders Sharing the Same Address4PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS6BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP12Attendance at Annual Meeting of StockholdersBoard Member IndependenceDirector CompensationCORPORATE GOVERNANCE PRINCIPLESOTHER GOVERNANCE INFORMATIONStockholder Procedures for Recommending Candidates for Director1820Compensation Risk20EXECUTIVE OFFICERS21COMPENSATION DISCUSSION & ANALYSIS24Executive Compensation Overview24Business Strategy25Compensation Objectives & Philosophy25Effect of Ashford Inc. Spin-Off27Say on Pay28Review of Market Data for Peer Companies29Company Performance302015 Equity Grant Decisions33Stock Ownership Guidelines36Tax and Accounting Considerations37Adjustment or Recovery of Awards37Compensation Risk AssessmentCOMPENSATION COMMITTEE REPORTSUMMARY COMPENSATION TABLEGRANTS OF PLAN-BASED AWARDSOUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDEQUITY AWARDS VESTED DURING 2015POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROLExecutive OfficersAUDIT COMMITTEEAUDIT COMMITTEE REPORTiOur Relationship and Agreements with Ashford PrimeOur Relationship and Agreements with AIMPROPOSAL NUMBER TWO—RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT AUDITORSPROPOSAL NUMBER THREE—ADVISORY APPROVAL OF EXECUTIVE COMPENSATIONOTHER PROPOSALSIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 14, 2024. TableContentsASHFORD HOSPITALITY TRUST, INC.14185 Dallas Parkway, Suite 1100Dallas, Texas 75254PROXY STATEMENTANNUAL MEETING OF STOCKHOLDERSTo Be Held May 17, 2016boardBoard of directorsDirectors of Ashford Hospitality Trust, Inc. of proxies to be voted on at our 2024 annual meeting of stockholders to be held at the Dallas Marriott Suites Medical/Market Center, 2493 N. Stemmons Freeway, Dallas, Texas 75207 beginning at 9:00 a.m., Central time, on May 17, 2016. The board of directors is requesting that you allow your shares to be represented and voted at the annual meeting of stockholders by the proxies named on the enclosedstockholders.card.We,we," "our,," "us,," "Ashford," "Ashford Trust," and the "companyCompany" each refers to Ashford Hospitality Trust, Inc., a Maryland corporation and real estate investment trust ("REIT"), shares of the common stock of which are listed for trading on Thethe New York Stock Exchange ("NYSE") under the ticker symbol "AHT."AHT"; "Ashford PrimeAnnual Meeting" refers to Ashford Hospitality Prime Inc. (NYSE: AHP), a Maryland corporation and REIT that spun off from us in November 2013. the 2024 annual meeting of stockholders of the Company;"” refers to Ashford Inc. (NYSE MKT:American: AINC), a Delaware corporation that spun off from us in November 2014. Nevada corporation;wholly owned subsidiary of Ashford Inc.;which, together witha Maryland corporation and REIT;, serves as our external advisor. We refer to completed its acquisition of Premier, formerly owned by Remington Lodging (as defined below). As a result, Ashford Inc. (through its indirect subsidiary, Premier) provides us with construction management, interior design, architecture, and Ashford LLC collectively as our the purchasing, expediting, warehousing, freight management, installation and supervision of property and equipment and related services;advisor." "Remington Lodging" refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company and propertyhotel management company that was owned by Mr. Monty J. Bennett, our Chief Executive Officer and Chairman of the Board, and his father, Mr. Archie Bennett, Jr., our Chairman Emeritus.Emeritus, before its acquisition by Ashford Inc. on November 6, 2019. "Remington Hospitality" refers to the same entity after the acquisition was completed, resulting in Remington Lodging & Hospitality, LLC becoming a subsidiary of Ashford Inc.;Time and Date Record Date 9:00 A.M., Central Daylight Time, May 14, 2024 March 14, 2024 Number of Common Shares Eligible to Vote at the Annual Meeting as of March 14, 2024 39,708,792 Matter Board Recommendation Page Reference (for more detail) Election of Directors ✔ For each director nominee Advisory Approval of Our Executive Compensation ✔ For Ratification of Appointment of BDO USA, P.C. ✔ For Name, Age Director Since Principal Occupation Committee Memberships* Other U.S. Public Company Boards A NCG CC RC AC Monty J. Bennett, 58 2003 Chairman of Ashford Trust; Chairman and CEO of Ashford Inc.; Chairman of Braemar ✔ (C) Ashford Inc.; Braemar Amish Gupta, 44 (L) 2014 Co-Founder and Managing Member of Montfort Capital Partners, LLC ✔ (C) ✔ J. Robison Hays, III, 46 2020 CEO and President of Ashford Trust; Senior Managing Director of Ashford Inc. Kamal Jafarnia, 57 2013 General Counsel, Executive Vice President and Secretary of Opto Investments, Inc. ✔ (C) ✔ Bluerock Homes Trust, Inc.; Bluerock Total Income + Real Estate Fund; Bluerock High Income Institutional Credit Fund David W. Johnson, 62 Co-Founder and Managing Director at Horizon Capital Partners LLC Hilton Grand Vacations Inc. Frederick J. Kleisner, 79 (F) 2016 Retired CEO of Morgans Hotel Group Co. ✔ ✔ ✔ Sheri L. Pantermuehl, 67 (F) 2018 Chief Financial Officer of Alan Ritchey Inc. ✔ (C) ✔ Davinder "Sonny" Sra, 71 2023 Retired Senior Vice President of Operations at Remington Lodging & Hospitality, LLC Alan L. Tallis, 77 (F) 2013 Principal of Alan L. Tallis & Associates ✔ ✔ (C) ✔ 
Board Independence • All directors except our Chairman and Mr. Hays are independent Board Committees • We have five standing Board committees: • Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee • Related Party Transactions Committee • Acquisitions Committee • All committees, except the Acquisitions Committee, are composed entirely of independent directors • All three Audit Committee members are "financial experts" 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 Stock Ownership • Stock ownership and equity award retention guidelines for directors and executives • Our directors should own shares of our common stock in excess of 3x his or her annual board retainer fee in effect at the time of such director's election to the Board • Our CEO should own shares of our common stock in excess of 3x his annual base salary from our advisor in effect at the time of his appointment as CEO • Our other executive officers should own shares of our common stock in excess of 1.5x his or her annual base salary in effect at the time of his or her appointment to such office • Our directors and executive officers may not sell any stock granted to them for service to the Company until the required ownership levels described above are met • Comprehensive insider trading policy • Prohibitions on hedging and pledging transactions 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 servesAmish Gupta, J. Robison Hays, III, Kamal Jafarnia, David W. Johnson, Frederick J. Kleisner, Sheri L. Pantermuehl, Davinder "Sonny" Sra and Alan L. Tallis for election as our directors.Chief Executive Officer of Remington. This proxy statement and accompanying proxypersons nominated as director who receives a majority vote at the Annual Meeting will first be mailed to stockholders on or about April 25, 2016. At the annual meeting of stockholders, action will be taken to:•elect seven directors to hold officeserve until the next annual meeting of stockholders and until their successors arehis or her successor is duly elected and qualified;•ratifyqualified. Under the appointment of BDO USA, LLP, a national public accounting firm, as our independent auditors for the fiscal year ending December 31, 2016;•obtain advisory approval of the company's executive compensation; and•transact any other business that may properly come before the annual meeting of stockholders and any postponement or adjournment of the annual meeting. Certain statements and assumptions in this proxy statement contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understandingterms of our competition, current market trends and opportunities, and projected capital expenditures. Such statements are subject to numerous assumptions and uncertainties, manybylaws, in uncontested elections of which are outsidedirectors of our control. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common and preferred stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or local economic conditions; the degree and nature of our competition; actual and potential conflicts of interest with our advisor, Remington, our executive officers and our non-independent directors; changes in governmental regulations, accounting rules, tax rates and similar matters; legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended, and related rules, regulations and interpretations governing the taxation of REITs; and limitations imposed on our business and our ability to satisfy complex rules in order for us to qualifyCompany, a nominee is elected as a REIT for federal income tax purposes. These and other risk factors are more fully discussed indirector by the section entitled "Risk Factors" in our Annual Report on Form 10-K, and from time to time, in Ashford's other filings with the Securities and Exchange Commission. The forward-looking statements included in this proxy statement are only made asaffirmative vote of the date of this proxy statement. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.GENERAL INFORMATION ABOUT VOTING The enclosed proxy is solicited by and on behalf of our board of directors. In addition to the solicitation of proxies by use of the mail, we expect that eight of our officers and other employees of our advisor may solicit the return of proxies by personal interview, telephone, e-mail or facsimile. We will not pay additional compensation to our officers or the employees of our advisor for their solicitation efforts, but we will reimburse them for any out-of-pocket expenses they incur in their solicitation efforts. We also intend to request persons holding shares of our common stock in their name or custody, or in the name of a nominee, to send proxy materials to their principals and request authority for the execution of the proxies, and we will reimburse such persons for their expense in doing so. We will bear the expense of soliciting proxies for the annual meeting of stockholders, including the cost of mailing. We have retained MacKenzie Partners Inc. to aid in the solicitation of proxies and to verify records relating to the solicitation. MacKenzie will receive a base fee of $20,000, plus out-of-pocket expenses. Our only outstanding voting equity securities are shares of our common stock. Each share of common stock entitles the holder to one vote. As of April 14, 2016 there were 95,686,992 shares of common stock outstanding and entitled to vote. Only stockholders of record at the close of business on April 14, 2016 are entitled to notice of and to vote at the annual meeting of stockholders and any postponement or adjournment of the annual meeting. If you hold your common stock in your own name as a holder of record, you may instruct the proxies to vote your common stock by signing, dating and mailing the proxy card in the postage-paid envelope provided. You may also vote your common stock in person at the annual meeting of stockholders. If your common stock is held on your behalf by a broker, bank or other nominee, you will receive instructions from them that you must follow to have your common stock voted at the annual meeting of stockholders. A quorum will be present at the annual meeting if the stockholders entitled to cast a majority of all the votes entitled to be cast at the annual meeting on any matter are present in person or by proxy. If you have returned valid proxy instructions or if you hold your shares in your own name as a holder of record and attend the annual meeting of stockholders in person, your shares will be counted for the purpose of determining whether there is a quorum. If a quorum is not present, the annual meeting of stockholders may be adjourned by the chairman of the meeting until a quorum has been obtained. A nominee for director will be elected to the board of directors (Proposal 1) if the votes cast in the election for such nominee's election exceed the votes cast against such nominee's electionthat nominee (with abstentions and broker non-votes not counted as a vote cast either "for"for or "against"against that director'sdirector’s election). If at the meeting of stockholders at which such election occurs. Under our Corporate Governance Guidelines, if an incumbent director who is a nominee who is currently serving on the boardfor reelection does not receive the affirmative vote of the holders of a majority of the shares of common stock so voted in the election of directors, our corporate governance guidelines require thatfor such nominee, such incumbent director must promptly tender his or her resignation as a director for consideration by the nominating/corporate governance committeeNominating and Corporate Governance Committee of our Board and ultimate decision by the board forBoard. The Nominating and Corporate Governance Committee will promptly consider any such tendered resignation and will make a recommendation to our Board as to whether such tendered resignation should be accepted or rejected, or whether other action should be taken with respect to such offer to resign. Any incumbent director whose tendered resignation is under consideration may not participate in any deliberation or vote of the full boardNominating and Corporate Governance Committee or our Board regarding such tendered resignation. The Nominating and Corporate Governance Committee and our Board may consider any factors they deem relevant in deciding whether to accept, reject or take other action with respect to any such tendered resignation. Within 90 days after the date on which certification of the stockholder vote on the election of directors is made, our Board will publicly disclose its decision and rationale regarding whether to accept, reject or take other action with respect to the tendered resignation. If suchany incumbent director’s tendered resignation is not accepted by the board, thena vacancy is created on the board, which may be filled by the affirmative vote of a majority of the remaining directors then in office even if there is less than a quorum of the board of directors. Anyour Board, such director elected in accordance with the preceding sentence may hold office for the remainder of the one-year term of the directorship until his or her successor has been elected at the next annual meeting and qualified. The affirmative vote of a majority of all of the votes cast at the annual meeting will be requiredcontinue to ratify the appointment of BDO USA, LLP as our independent auditors for the year ending December 31, 2016 (Proposal 2), for approval, on an advisory basis, of the executive compensation proposal (Proposal 3) and for any other matter that may properly come before the stockholders at the meeting. If you are the beneficial owner of shares held in the name of a broker, trustee or other nominee and do not provide that broker, trustee or other nominee with voting instructions, your shares may constitute "broker non-votes." The election of directors (Proposal 1) and the advisory compensation proposal (Proposal 3) are non-discretionary items under the rules of the NYSE and may not be voted by brokers, banks or other nominees who have not received specific voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker so that your shares will be counted in the election of directors and the advisory compensation proposal. The ratification of the appointment of BDO USA, LLP as independent auditors (Proposal 2) is a discretionary item, and as such, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion. Abstentions and broker non-votes are included in determining whether a quorum is present as they are considered present and entitled to cast a vote (even if, in the case of broker non-votes, they are only entitled to vote on Proposal 2). Abstentions and broker non-votes will not be considered "votes cast" and therefore will not be included in vote totals and will not affect the outcome of the vote on Proposal 1 or Proposal 3. Abstentions will not be considered "votes cast" and therefore will not be included in vote totals and will not affect the outcome of the votes for Proposal 2. If you sign and return your proxy card without giving specific voting instructions, your shares will be voted consistent with management recommendations. If you hold shares of common stock in your own name as a holder of record, you may revoke your proxy instructions through any of the following methods:•notify our Secretary in writing before your shares of common stock have been voted at the annual meeting of stockholders;•sign, date and mail a new proxy card to Broadridge; or•attend the annual meeting of stockholders and vote your shares of common stock in person. You must meet the same deadline when revoking your proxy as when voting your proxy. See the "—Voting" section of this proxy statement for more information. If shares of common stock are held on your behalf by a broker, bank or other nominee, you must contact them to receive instructions as to how you may revoke your proxy instructions. Multiple Stockholders Sharing the Same Address The Securities and Exchange Commission (the "SEC") rules allow for the delivery of a single copy of an annual report and proxy statement to two or more stockholders who share an address, unless we have received contrary instructions from one or more of the stockholders. We will deliver promptlyupon written or oral request separate copies of our annual report and proxy statement to a stockholder at a shared address to which a single copy was delivered. Requests for additional copies of the proxy materials, and requests that in the future separate proxy materials be sent to stockholders who share an address, should be directed to Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas, 75254 or by calling (972) 490-9600. In addition, stockholders who share a single address but receive multiple copies of the proxy materials may request that in the future they receive a single copy by contacting us at the address and phone number set forth in the previous sentence. Depending upon the practices of your broker, bank or other nominee, you may need to contact them directly to continue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you hold shares of common stock in your own name as a holder of record, householding will not apply to your shares. If you wish to request extra copies, free of charge, of any annual report, proxy statement or information statement, please send your request to Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas, 75254 or call (972) 490-9600. You can also obtain copies from our web site atwww.ahtreit.com.PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS One of the purposes of the annual meeting of stockholders is to elect directors to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Our nominating/corporate governance committee has recommended, and our board of directors has nominated, for re-election all seven persons currently serving as directors. If elected, each of the persons nominated as director will serve until the next annual meeting of stockholders and until their successors are dulyhis or her successor is elected and qualified.sevennine nominees for director, as well as the month and year each nominee first began his or her service on our board of directors.Board. For a discussion of such person’s beneficial ownership of our common stock, see the "Security“Security Ownership of Management and Certain Beneficial Owners"Owners” section of this proxy statement.board of directorsBoard does not presently expect, our board of directorsBoard reserves the right to nominate substitute nominees prior to the meeting. In such a case, the companyCompany will file an amended proxy statement that will identify theeach substitute nominees,nominee, disclose whether such nominees havenominee has consented to being named in such revised proxy statement and to serve, if elected, and include such other disclosure relating to such nomineesnominee as may be required under the Securities Exchange Act of 1934, as amended.The board of directorsamended (the “Director
5058 Monty Bennett was electedfirst appointed to our board of directorsBoard in May 2003 and has served as Chairman of our Board since January 2013. He previously served as our Chief Executive Officer since that time. Effective in January 2013, Mr. Bennett was appointed as the Chairman of our board. Priorfrom May 2003 to January 2009, Mr. Bennett served as our President.February 2017. Mr. Bennett also currently serves as Chief Executive Officer and Chairmanchair of the Board of Directors of Ashford Inc., where he has served in such capacities since November 2014, and Ashford Prime, where he has served in such capacities since April 2013. our Acquisitions Committee.serves asis also the Founder, Chairman of Ashford Investment Management, LLC ("AIM"), an investment fund platform and an indirect subsidiary of Ashford Inc. Mr. Bennett also is currently the Chief Executive Officer of Remington Holdings, LP.Ashford Inc. and is the Founder and Chairman of Braemar. Mr. Bennett joined Remington Hotel Corporation in 1992 and has served in several key positions, such as President, Executive Vice President, Director of Information Systems, General Manager and Operations Director.Mr. Monty Bennett holds a Master's degree in Business Administration from the S.C. Johnson Graduate School of Management at Cornell University and a Bachelor of Science degree with distinction from the Cornell School of Hotel Administration. He is a life member of the Cornell Hotel Society. He has over 2025 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. He isIn addition to his roles at Ashford, over his career Mr. Bennett has been a member of the American Hotel & Lodging Association's Industry Real Estate Finance Advisory Council (IREFAC), the Urban Land Institute's Hotel Council, and is on the Advisory Editorial Board for GlobalHotelNetwork.com. He is also a member of the CEO Fiscal Leadership Council for Fix the Debt, a non-partisan group dedicated to reducing the nation's federal debt level and on the advisory board of Texans for Education Reform. Formerly, Mr. Bennett was a member of Marriott's Owner Advisory Council and Hilton's Embassy Suites Franchise Advisory Council. leader in numerous industry associations.frequent speakerlifelong advocate of civic engagement and panelisttakes 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 various hotel development and industry conferences, includingHumanity, North Texas Food Bank, the NYU Lodging ConferenceS.M. Wright Foundation and the Americas Lodging Investment Summit conferences. Mr. BennettSpecial Olympics.Top-Performing CEO Award from HVS for 2011. This awardSchool of Hotel Administration also at Cornell. He is presented each year toa life member of the CEO in the hospitality industry who offers the best value to stockholders based on HVS's pay-for-performance model. The model compares financial results relative to CEO compensation, as well as stock appreciation, company growth and increases in EBITDA.company, Ashford PrimeCompany 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 theits inception, of such entities are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company and as the Chairman of the board. The Board believes that the company can more effectively execute its strategic initiatives at this time with Mr. Bennett in the role of Chairman and Chief Executive Officer.our Board.AMISH GUPTA BENJAMIN J. ANSELL, M.D.
4844Dr. Ansell was elected to the board of directors in May 2009 and currently serves as our lead director and chairman of our compensation committee. Dr. Ansell is the founder of and current Director and Chairman of the Board of the UCLA Executive Health Program, where he has been responsible for marketing and selling executive health program services to more than twenty Fortune 500 companies and 4,000 individual customers. Dr. Ansell also founded and serves as the Director of UCLA Medical Hospitality, which coordinates health services, concierge and some hospitality functions within the UCLA Health System. Dr. Ansell is also a senior practice physician within the UCLA Health System specializing in cardiovascular disease prevention and early detection strategies. Over the past two decades, Dr. Ansell has acted as senior advisor to the pharmaceutical industry and financial community with respect to U.S. marketing, sales and branding strategies for cardiovascular medication.Dr. Ansell has significant entrepreneurial and management experience including brand development and positioning, sales and marketing, finance and establishing strategic relationships with both corporate and individual clients and customers. Additionally, Dr. Ansell successfully completed the director certification program at the UCLA Anderson Graduate School of Management in 2009.THOMAS E. CALLAHANAge: 60Mr. Callahan was elected to the board of directors in December 2008 and currently serves as chairman of our audit committee and as a member of our compensation committee. Mr. Callahan is currently the National Practice Leader of CBRE Hotels and PKF Consulting USA, a CBRE Company, an international real estate advisory firm specializing in the hospitality industry, with responsibility for the overall operations and management of the company. He was previously Co-President and Chief Executive Officer of PKF Consulting USA. Prior to forming the predecessor to PKF Consulting USA, in 1992, Mr. Callahan was Deputy Managing Partner of Pannell Kerr Forster, an international public accounting firm specializing in the hospitality industry.Mr. Callahan has a wealth of knowledge and experience in the hospitality industry, involving economic, financial, operational, management and valuation experiences. In addition, Mr. Callahan has extensive experience in evaluating organizational structures, financial controls and management information systems. Mr. Callahan also has significant relationships and contacts in the hospitality industry that are beneficial in his service on the board.AMISH GUPTAAge: 36the board of directorsour 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 audit and nominating/corporate governance committees.Acquisitions Committee. Mr. Gupta is currently the chief operating officerco-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, Limited Partnership,LLC from 2010 to 2023, a property tax advisory firm that has represented over $20$40 billion in asset value nationally. He has led RETC since 2010,nationally, where he iswas 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 Thethe 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.BAB.A. from Emory University.Gupta'sGupta’s extensive real estate experience,knowledge, stemming from his experienceexperiences with theMontfort, 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.Board.J. ROBISON HAYS, III 
KAMAL JAFARNIA 
4957the board of directorsour Board effective January 2013 and currently serves as chairmanchair of our nominating/corporate governance committeeNominating and Corporate Governance Committee and as a member of our compensation committee.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, LLC. He is alsoInc. and as Chief Compliance Officer and General Counsel of Carey Financial, LLC. Mr. Jafarnia joined W. P. Carey Inc. in October of 2014 and currently serves as Senior Vice President. Prior to joining W. P. Carey Inc., heMr. Jafarnia served as Counsel to two American Lawyer Global 100 law firms in New York. From March 2014 to October 2014, heMr. 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. Before his tenure at these firms,Between 2006 and 2012, Mr. Jafarnia served as a senior executive, in-house counsel, and Chief Compliance Officer for several alternative investment program sponsors. Between 2008 and 2012, he served as counsel atsponsors, including, among others, American Realty Capital, a real estate investment program sponsor, and served as Chief Compliance Officer of its affiliated broker-dealer, Realty Capital Securities, LLC.JDJ.D. from Temple University School of Law and LLMLL.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. He1624 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,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.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 PHILIP S. PAYNE
Age: 6462Payne was electedJohnson 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.FREDERICK J. KLEISNER 
20031999 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.SHERI L. PANTERMUEHL 
audit committee. Mr. Payne is currentlyRelated Party Transactions Committee. Ms. Pantermuehl has served as the Chief ExecutiveFinancial Officer of Ginkgo Residential, LLC. Ginkgo Residential was formed in July 2010 to assume all of the property management activities of Babcock & Brown Residential ofAlan Ritchey, Inc. since May 2015, which Mr. Payne was the CEO. Ginkgo Residential is primarily involvedhas operations in the acquisition, managementtransportation and substantial rehabilitationagriculture segments. From February 2011 to April 2015, Ms. Pantermuehl performed back office functions and acted as the Chief Financial Officer for a number of middle market multi-family properties in the southern United States. Priorsmall to joining Babcock & Brown Residential, Mr. Payne was the Chairman of BNP Residential Properties Trust,medium size firms, including a publicly traded real estate investment trust that was acquired by Babcock & Brown Ltd,software development/document imaging firm and a publicly traded Australian investment bank, in 2007. Mr. Payne joined BNP Residential in 1990bio-technology firm. From April 2007 to January 2011, Ms. Pantermuehl served as Vice President Capital Market Activities and became Executive Vice PresidentController 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.January 1993. HeBusiness Administration with an emphasis in Accounting and Finance from Texas A&M University and graduated magna cum laude.DAVINDER "SONNY" SRA 
named Treasurerfirst elected to our Board in AprilJuly 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 director in December 1997,hotel management company and was elected Chairmanacquired by Ashford Inc., the Company’s advisor, in 2004. From 2007 until 2009,November 2019. Mr. Payne servedSra retired from Remington Hospitality in March 2020 as Senior Vice President of Operations.directorBachelor of Meruelo Maddux Properties,Science degree from Punjab University, India, and a publicly traded company that focused on residential, commercial and industrial development and redevelopmentMaster of Business Administration degree from Georgia Southern University.southern California. Mr. Payne isthe hotel industry to his role as a member of the Urban Land Institute, founding chairmanour Board. Mr. Sra is a results-driven operations executive with a strong track record of ULI's Responsible Property Investing Councilsuccess in high-end luxury brands, hotels, resorts and is former co-chairman of ULI's Climate, Land Use and Energy Group and also serves on the board of advisors for ULI's Center for Sustainability. Mr. Payne is also a member of National Multi Housing Council.spas.Mr. Payne has extensive knowledge and experience in real estate, finance, and the real estate financial reporting process. He has been involved in real estate and public company activities and reporting for more than 20 years. He has experience as a chairman of the board, chief financial officer, board member and chairman of the audit committee of a publicly traded company and has served in a variety of roles at various private real estate companies, including principal, chief executive officer, chairman of the board and chief executive officer.
7077boardBoard 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.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,Company, and from February 2011 through January 2012, Mr. Tallis served as a consultant to our company.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—President-Chief Development Officer and General Counsel from 1994 to 1999.3044 years of experience in the lodging industry.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,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.Board.ContentsBOARD OF DIRECTORS AND COMMITTEE MEMBERSHIPbusiness is managed throughNominating and Corporate Governance Committee and the oversightfull Board believe a complementary mix of diverse qualifications, skills, attributes, and direction of our board of directors. Members of our board of directors are kept informed of our business through discussions withexperiences will best serve the chairman of the board of directors and chief executive officer, lead director and other officers, by reviewing materials provided to them and by participating in meetings of our board of directorsCompany and its committees. During the year ended December 31, 2015, our board of directors held four regular meetings and twelve special meetings. All directors standing for re-election attended, in person or by telephone, at least 75 percent of all meetings of our board of directors and committees on which such director served, held during the period for which such person was a director. Attendance at Annual Meeting of Stockholders In keeping with our corporate governance principles, directors are expected to attend the annual meeting of stockholders in person. All persons who were directors at our 2015 annual meeting of stockholders attended our 2015 annual meeting."Independence Tests" set forth in Section 303A.02 of the NYSE Listed Company Manual describe the requirements for a director to be deemed independent by the NYSE, including the requirement of an affirmative determination by our board of directors that the director has no material relationship with us that would impair independence. The full text of our board of director's Corporate Governance Guidelines can be found in the Investor Relations section of our website atwww.ahtreit.com by clicking "INVESTOR," then "Governance Documents," and then "Corporate Governance Guidelines." In determining whether anysummary of our director nominees has a material relationship with usnominees' qualifications, skills, attributes, and experiences that would impair independence,appears below, and the related narrative for each director nominee appearing in the directors' biographies above, notes some of the specific experience, qualifications, attributes, and skills for each director that our board of directors reviewed both the NYSE Listed Company Manual requirements on independence as well as our own Corporate Governance Guidelines. Our Corporate Governance Guidelines provideBoard considers important in determining that if any director receives more than $120,000 per year in compensation from the company, exclusive of director and committee fees, he or she will not be considered independent. Our board of directors has affirmatively determined that, with the exception of Mr. Monty Bennett, our Chairman and Chief Executive Officer, each nominee should serve on the Board in light of the Company's business, structure, and strategic direction. The absence of a checkmark for a particular skill does not mean the director in question is independent of Ashford and its management under the standards set forth in our Corporate Governance Guidelines and the NYSE Listed Company Manual. In making the independence determinations with respectunable to our current directors, our board of directors examined relationships between each of our directors or their affiliates and Ashford or its affiliates, including those reported below under the heading "Certain Relationships and Related Party Transactions" on page 51 of this proxy statement and four additional transactions that did not risecontribute to the leveldecision-making process in that area.
a reportable related party transaction but were taken into consideration by our board of directors in making independence determinations. Two of the additional transactions reviewed by our board of directors involved Dr. Ansell. Dr. Ansell is founder, directorgender and chairman of the board of the UCLA Executive Health Program, which is part of the UCLA Medical Center; Regents of the University of California. The Regents of the University of California have received payments totaling $18,245 from us for medical services providedtherefore chose to officers of the company from 2013 through 2015, which included payments of $2,703, $8,660 and $6,882 in 2013, 2014 and 2015, respectively. Additionally, Dr. Ansell holds a 5.6% limited partnership interest in Seguin Land Investments, LP, a limited partnership in which Mr. Monty Bennett is also a limited partner. The board also considered an agreement between the corporation and RETC, Limited Partnership, a property tax advisory firm for which Mr. Gupta currently servesidentify as chief operating officer, pursuant to which RETC serves as property tax agent on one of our properties located in Plano, Texas in exchange for a contingency fee"Other" rather than Male or Female.not to exceed $7,500. Finally, the board considered Mr. Tallis' prior services as an executive officer of the company but noted that such service ended over three years ago, with no compensation for such service being paid to Mr. Tallis in the three years preceding his independence consideration. Our board of directors determined that none of these transactions impaired the independence of the directors involved. As a result of such analysis and independence determinations, our board of directors is comprised of a majority of independent directors, as required in Section 303A.01 of the NYSE Listed Company Manual. Any reference to an independent director herein means such director satisfies the independence tests set forth in the NYSE Listed Company Manual. Historically, the standing committees of our board of directors have been the audit committee, the compensation committee and the nominating/corporate governance committee. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found in the Investor section of our website atwww.ahtreit.com by clicking "INVESTOR" and then "Governance Documents." The committee members who currently serve on each active committee and a description of the principal responsibilities of each such committee follows:AuditCompensationNominating/CorporateGovernanceBenjamin J. Ansell, M.D. ChairMonty J. BennettThomas E. CallahanChairXAmish GuptaXXKamal JafarniaXChairPhilip S. PayneXAllan L. Tallis Theaudit committee is, and at all times during 2015 was, composed entirely of three independent directors. The audit committee met six times during 2015. This committee's purpose is to provide assistance to our board of directors in fulfilling their oversight responsibilities relating to:•the integrity of our financial statements;•our compliance with legal and regulatory requirements;•the independent auditor's qualifications and independence; and•the performance of our internal audit function and independent auditors. Our board of directors has determined that each of Messrs. Callahan and Payne are "audit committee financial experts," as defined in the applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all of the members of our audit committee are "financially literate" under NYSE listing standards. Thecompensation committee is, and at all times during 2015 was, composed of three independent directors. The compensation committee met four times during 2015. This committee's purpose is to:•discharge responsibilities of the board of directors relating to compensation of our executives;•review and discuss with management the Compensation Discussion & Analysis and recommend to the board of directors its inclusion in our proxy statement or annual report on Form 10-K;•produce an annual report on executive compensation for inclusion in our proxy statement; and•oversee and advise the board of directors on the adoption of policies that govern our compensation programs, including stock and benefit plans. Thenominating/corporate governance committee is, and at all times during 2015 was, composed of two independent directors. The committee met three times during 2015. This committee's purpose is to:•identify individuals qualified to become members of our board of directors;•recommend that our board of directors select the director nominees for the next annual meeting of stockholders;•identify and recommend candidates to fill vacancies occurring between annual stockholder meetings; and•develop and implement our Corporate Governance Guidelines. Compensation Committee Interlocks and Insider Participation During 2015, Dr. Ansell and Messrs. Callahan and Jafarnia served on our compensation committee. None of these directors is or has ever been an officer or employee of our company. None of our executive officers serves, or during 2015 served, as (i) a member of a compensation committee (or board committee performing equivalent functions) of any entity, one of whose executive officers served as a director on our board or as a member of our compensation committee, or (ii) a director of another entity, one of whose executive officers served or serves on our compensation committee. No member of the compensation committee had any relationship with the company requiring disclosure as a related party transaction in the section "Certain Relationships and Related Party Transactions" of this proxy statement. The table below reflects the compensation we paid to each of our non-employee directors for serving on our board of directors for the fiscal year ended December 31, 2015. Our chief executive officer, who is also the chairman of our board, did not receive additional compensation for his service as a director. Fees Earned or
Paid in Cash Stock
Awards/LTIP(1) Total $ 160,500 $ 95,523 $ 256,023 120,500 90,000 210,500 97,000 95,523 192,523 105,500 95,523 201,023 99,000 90,000 189,000 95,500 95,523 191,023 (1)Each independent director was granted 10,000 shares of our common stock in 2015. Dr. Ansell and Messrs. Gupta, Jafarnia and Tallis each elected to receive long-term incentive partnership units, or "LTIP units," in our operating partnership instead of shares of our common stock, which required a $0.05 per unit capital contribution to our operating partnership and which were grossed up by conversion factor. The current compensation of our non-employee directors consists of the following elements:•an annual board retainer of $90,000 for all non-employee directors;•an additional annual board retainer of $50,000 for the lead director;•an additional annual board retainer of $25,000 for the chairman of our audit committee;•an additional annual board retainer of $5,000 for each member of our audit committee other than the chairman;•an additional annual board retainer of $15,000 for the chairman of our compensation committee;•an additional annual board retainer of $10,000 for the chairman of our nominating/corporate governance committee;•an annual grant to each non-employee director of immediately vested equity shares having a value of $90,000, in the form of shares of our common stock or long-term incentive partnership units in our operating partnership, at the election of each director; and•additional cash retainers from time to time to non-employee directors for their service on special committees. We do not pay meeting fees to any of our directors. We have historically reimbursed and will continue to reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the board of directors. The equity compensation policy for our non-employee directors provides that each director receives equity grants following each annual meeting. These grants will be fully vested immediately upon grant. In accordance with this policy, we granted 10,000 shares of fully vested common stock or LTIPs to each of our non-employee directors in May 2015. When the board combined the role of chairman and chief executive officer in January 2013, we entered into a chairman emeritus agreement with our former chairman, Mr. Archie Bennett, Jr., pursuant to which he currently serves in the advisory, non-executive position of chairman emeritus. Mr. Archie Bennett, Jr. is not a voting member of our board nor is he an executive officer of the company. In recognition for his past service to the company and in consideration for his continued service as chairman emeritus, we agreed to continue to pay him a lifetime stipend of $700,000 per year. Mr. Archie Bennett, Jr. remains eligible for all benefits that were previously available to him when he served as our chairman, including continued eligibility for equity grants, medical, dental, vision, pension, 401(k), accident, disability and life insurance as well as reimbursement for reasonable expenses incurred by him in connection with his service to the company. Pursuant to the terms of our advisory agreement, Ashford Inc. is obligated to reimburse us for all costs associated with Mr. Archie Bennett's service as our chairman emeritus, including his annual stipend and the cost of all benefits available to him.
CORPORATE GOVERNANCE PRINCIPLES The board good corporate governance practices that promote the long-term interestinterests of shareholders.our stockholders. The boardBoard regularly reviews developments in corporate governance and updates the company'sCompany's corporate governance framework, including its corporate governance policies and guidelines, as it deems necessary and appropriate. Our policies and practices reflect corporate governance initiatives that are compliantcomply with the listing requirements of the NYSE and the corporate governance requirements of the Sarbanes-Oxley Act of 2002. We maintain a corporate governance section on our website, which includes key information about our corporate governance initiatives including our Corporate Governance Guidelines, charters for the committees of our board of directors,Board, our Code of Business Conduct and Ethics and our Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The corporate governance section can be found on our website atwww.ahtreit.com by clicking "INVESTOR"the "Investor" tab, then the "Corporate Governance" tab, and then the "Governance Documents." Each director should perform,Documents" link.bestCode of his ability,Business Conduct and Ethics by the dutieslegal department of a director,our advisor. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:duties as a memberethical handling of a committeeactual or apparent conflicts of interest;boardBoard committees and will be promptly disclosed if and to the extent required by law or stock exchange regulations.directorsour stockholders and believe strong corporate governance practices demand regular outreach and conversations with our stockholders. We understand the vital role of effective communication with our stockholders. As part of that understanding, management actively engages with stockholders at numerous investor road shows, industry and investment community conferences, and meetings with analysts. We also respond to individual stockholders who express interest in good faith,our business. During 2023, we proactively reached out to approximately the top 50 institutional stockholders (who held approximately 35% of shares outstanding) and offered them an opportunity to discuss operations, financial, governance, compensation or any other issues they wanted to discuss. As part of that outreach initiative, we created a comprehensive investor deck that highlighted 1) our company strategy, 2) our focus on corporate social responsibility, 3) our executive compensation program, and 4) our commitment to strong corporate governance. In addition to this proactive outreach program, we also met with many of our stockholders by presenting virtual investor presentations, conducting analyst meetings and attending investor conferences and meetings. We regularly discuss our operations, financial performance, industry, governance and compensation matters with stockholders. During 2023, we obtained meaningful feedback on our stockholders’ perception and understanding of our business, markets and industry as well as our strategic financing and governance practices as follows: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. care that an ordinarily prudent personChairman, to ensure continuity in a like position would use under similar circumstances. Directors are expected to attend all meetings of our board of directors and meetings of committeessenior management. This plan, on which they serve. Directors arethe Chief Executive Officer is to report to the Board from time to time, addresses:expectedincludes an assessment of senior management experience, performance, skills and planned career paths.attendappoint two observers to the annual meetingBoard, until such time, and subject to certain limitations, as more fully described in the Investor Agreement.our stockholders. Our nominating/experiences, qualifications, attributes and skills, the Nominating and Corporate Governance Committee also focuses on director succession. In 2023, based on consideration of best corporate governance committee is responsible for seeking, consideringpractices and recommending toupon the board of directors qualified candidates for election as directors and recommending a slate of nominees for election as directors at the annual meeting of stockholders. It also periodically prepares and submits to the board for adoption the nominating/corporate governance committee's selection criteria for director nominees. Before recommending an incumbent, replacement or additional director, our nominating/corporate governance committee reviews his or her qualifications, including personal and professional integrity, capability, judgment, availability to serve, conflicts of interest, ability to act on behalf of stockholders and other relevant factors. While the committee does not have a specific policy concerning diversity, it does consider potential benefits that may be achieved through diversity in viewpoint, professional experience, education and skills. The committee reviews and makes recommendations on matters involving general operationrecommendation of the board of directorsNominating and our corporate governance, and, at least annually, it recommendsCorporate Governance Committee, the Board amended its Corporate Governance Guidelines to remove the board of directors nominees for each committee of the board. In addition, our nominating/corporate governance committee annually facilitates the assessment of the board of directors' performance asrequirement that a whole and of the individual directors and reports thereon to the board. Our nominating/corporate governance committee has the sole authority to retain and terminate any search firm to be used to identify director, candidates. Stockholders wishing to recommend director candidates for consideration by the committee can do so by following the procedures set forth below in the "Stockholder Procedures for Recommending Candidates for Director" section of this proxy statement. The nominating/corporate governance committee evaluates a candidate, generally, using the criteria set forth above without regard to who nominated the candidate and will consider candidates recommended by stockholders provided that stockholders follow the procedure for submitting recommendations. Our board of directors does not prohibit its members from serving on boards and/or committees of other organizations, and our board of directors has not adopted guidelines limiting such activities. The nominating/corporate governance committee and our board of directors will take into account the nature of, and time involved in, a director's service on other boards when evaluating the suitability of individual directors and when making its recommendations for inclusion in the slate of directors to be submitted to stockholders for election at the annual meeting of our stockholders. In October 2015, our board of directors amended the corporate governance guidelines to prohibit pledging of any stock held by our directors or executive officers. Additionally, we revised our code ofethics to prohibit pledging of any stock held by our employees. Our board also approved amendments to our bylaws requiring majority approval for all uncontested director elections, consistent with the proposal approved by shareholders in our 2015 annual meeting, and requiring shareholder approval of any shareholder rights plan with a term exceeding twelve months. Additionally, upon attaining the age of 70 and annually thereafter, as well as when a director's principal occupation or business association changes substantially froman individual who would be 70 years of age at the position hetime of his or she held when originally invited to join the board,her election as a director, may not serve on the Board unless the Board waives such limitation.tenderbuild a letterboard that is effective, collegial and responsive to the needs of proposed retirement or resignation, as applicable,the Company.boardBoard approved specific amendments to the "Selection of Directors" section of our Corporate Governance Guidelines to more specifically include diversity of sex, race, color, ethnicity, age and geography when considering director candidates. The Board, taking into consideration the recommendations of the Nominating and Corporate Governance Committee, is responsible for selecting the director nominees for election by the stockholders and for appointing directors to the chairpersonBoard between annual meetings to fill vacancies, with primary emphasis on the criteria set forth above. The Board and the Nominating and Corporate Governance Committee assess the effectiveness of our nominating/corporate governance committee. Our nominating/corporate governance committee will review the director's continuation on ourBoard's diversity efforts as part of the annual board of directors, and recommend to the board whether, in light of all the circumstances, our board should accept such proposed resignation or request that the director continue to serve. In January 2016, Mr. Tallis tendered a letter of proposed retirement from the board upon attaining the age of 70 on April 16, 2016. Our nominating/corporate governance committee reviewed Mr. Tallis' qualifications as a board member, including his more than 30 years of experience in the lodging industry and his diverse experience in extensive transaction work, brand management and brand relations. The committee determined that Mr. Tallis' extensive experience in the lodging industry, including his past service as an officer of our company, adds a valuable perspective to the board and determined not to accept Mr. Tallis' proposed retirement.Procedures for Recommending Candidates for Directordirector candidates for considerationelection as directors of the Company at an annual meeting of stockholders. Stockholders wishing to nominate director candidates can do so by writingproviding a written notice to David A. Brooks,the Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1100,1200, Dallas, Texas 75254, giving75254. Stockholder nomination notices and the information required in our Bylaws, including, among other things, the candidate's name, sufficient biographical data and qualifications. Stockholder nominationsaccompanying certificate, as described below, must be received betweenby the Corporate Secretary not earlier than November 29, 2024 and not later than 5:00 p.m., Eastern time, on December 26, 2016 and January 25, 201729, 2024 for the nominated individuals to be considered for candidacy at the 20172025 annual meeting of stockholders. Such nomination notices must include all information regarding the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a director in an election contest pursuant to the SEC's proxy rules under the Exchange Act, as well as certain other information regarding the proposed nominee, the stockholder nominating such proposed nominee and certain persons associated with such stockholder, and must be accompanied by a certificate of the nominating stockholder as to certain matters, all as prescribed in the Company's bylaws. A detailed description of the information required to be included in such notice and the accompanying certificate is included in the Company's bylaws. You may contact the Corporate Secretary at the address above to obtain a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations. Stockholders may recommend director candidates for consideration by the nominating/corporate governance committee. Any such recommendation must include verification Failure of the stockholder statusnotice and certificate to comply fully with theperson submittingCompany's bylaws in such regard will result in the recommendationstockholder nomination being invalid and the nominee's name and qualifications for board membership. Stockholder recommendations may be submitted by writing to David A. Brooks, Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 and must be received between December 26, 2016 and January 25, 2017 to be considered for candidacyelection of the proposed nominee as a director of the Company not being voted on at the 2017pertinent annual meeting of stockholders. The nominating/corporate governance committee expects to use a similar process to evaluate candidates recommended by stockholders as the one it uses to evaluate candidates otherwise identified by the committee.David A. Brooks,the Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1100,1200, Dallas, Texas 75254. Stockholders' and other interested parties' letters are screenedreviewed by companyCompany personnel based on criteria established and maintained by our nominating/corporate governance committee,Nominating and Corporate Governance Committee, which includes filtering out improper or irrelevant topics such as solicitations. Meetings of Non-Employee Directors Our board of directors must have at least two regularly scheduled meetings per year for the non-employee directors without management present. In 2015, the non-employee directors met eight times. At the non-employee directors' meetings, the non-employee directors review strategic issues for our board of directors' consideration, including future agendas, the flow of information to directors, management progression and succession, and our corporate governance guidelines. Dr. Ansell served as lead director during 2015. The lead director presides at all meetings of the non-employee directors and is responsible for advising the chief executive officer of decisions reached and suggestions made at these meetings. The lead director has the following duties and responsibilities:•presides at all meetings of the board at which the chairman is not present and all executive sessions of the independent or non-employee directors;•advises the chairman and chief executive officer of decisions reached and suggestions made at meetings of independent directors/non-employee directors;•serves as liaison between the chairman and the independent directors;•approves information sent to the board;•approves meeting agendas for the board;•approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;•has the authority to call meetings of the independent directors; and•if requested by major shareholders, ensures that he or she is available for consultation and direct communication. Stockholders may communicate with the lead director or non-employee directors as a group by utilizing the communication process identified in the "Stockholder and Interested Party Communication with our Board of Directors" section of this proxy statement. If non-employee directors include a director that is not an independent director, then at least one of the scheduled meetings per year will include only independent directors.board of directorsBoard and senior management conduct a comprehensive orientation process for new directors to become familiar with our vision, strategic direction, core values including ethics, financial matters, corporate governance policies and practices and other key policies and practices through a review of background material and meetings with senior management. Our board of directorsBoard also recognizes the importance of continuing education for directors and is committed to providing education opportunities in order to improve both our board of directorsBoard's and its committees' performance. Senior management will assist in identifying and advising our directors about opportunities for continuing education, including conferences provided by independent third parties.Leadership Structurea director is required to tender a letter of proposed resignation from our Board to the chair of our Nominating and RoleCorporate Governance Committee. Our Nominating and Corporate Governance Committee, in Risk Oversight Our board of directors hasconsultation with our Chairman, will review the flexibilitydirector's continuation on our Board and recommend to determine the appropriate leadership structure for our company. In making decisions related to our leadership structure, specifically when determiningBoard whether, to have a joint chief executive officer and chairman or to separate these offices, the board considers many factors, including the specific needs of the company in light of its current strategic initiativesall the circumstances, our Board should accept such proposed resignation or request that the director continue to serve.best interestoversight and direction of stockholders. In 2015, Mr. Monty Bennett served asour Board. Members of our Board are kept informed of our business through discussions with the Chairman of the board as well asBoard, Chief Executive Officer, Lead Director and other officers, by reviewing materials provided to them and by participating in meetings of our Board and its committees.company. In makingadvisory agreement. Because of the determinationconflicts of interest created by the relationships among us, Ashford Inc., Braemar, and any other related party, and each of their respective affiliates, many of the responsibilities of the Board have been delegated to continue to combineour independent directors, as discussed below and under "Certain Relationships and Related Person Transactions- Conflict of Interest Policies."roleyear ended December 31, 2023, our Board held five regular meetings and our non-executive directors, each of chairman and chief executive officer, the board considered the company's strategic initiatives, Mr. Monty Bennett's expertise in the hospitality industry, which he has developed over the last 20 years, and the company's superior performance, as evidenced by total stockholder return, during Mr. Bennett's tenure as Chief Executive Officer. The combined role of chairman and chief executive officerwhom is both counterbalanced and enhanced by an independent director, serving as the lead director, strong and active independent directors comprising more than two-thirds of our board, our fully independent committees and our corporate governance policies.held four meetings and/or executive sessions. Our board believes that combining the roles of chairman and chief executive officer is beneficial because it allows a single person to provide clear and unambiguous leadership and serve as an effective and efficient bridge between the board and management. The board recognizes the potential conflicts of interest that could arise by having the same person serve as chairman of the board and chief executive officer and has taken the additional steps necessary to strengthen the board leadership structure by amending the corporate governance guidelines in 2013 to, among other things, provide the lead director with the specific duties and responsibilities outlined above. To further minimize the potential for future conflicts of interests the board must maintain a two-thirds majority of independent directors at all times and must also comply with each of the following existing policies to mitigate potential conflicts of interest:•Our board of directorsBoard must hold at least two regularly scheduled meetings per year of the non-executive directors without management present. All of our incumbent directors standing for the non-employee directors,re-election attended in person or by telephone, at least one75% of which must include only independent directors. At thesemeetings, the independent/non-employee directors review strategic issues for consideration by the full board of directors, including future agendas, the flow of information to directors, management progression and succession, and our corporate governance guidelines. These meetings also serve as the forum for the annual evaluation of the performance of the chief executive officer, the annual review of the chief executive officer's plan for management succession and the annual evaluation of the performance of the board. Dr. Ansell presides at theall meetings of non-employee directors as lead director.•Our charterour Board and advisory agreement each contain a requirement that any transaction or agreement involving us, our wholly owned subsidiaries or our operating partnership andcommittees on which such director served, held during the period for which such person was a director or officer orwas a member of such committees, as applicable.affiliateaffirmative determination by our Board that the director has no material relationship with us that would impair independence. In addition, Section 303A.02(b) of the NYSE Listed Company Manual sets forth certain tests that, if any of them is met by a director automatically disqualifies that director from being independent from management of our Company. Moreover, our Corporate Governance Guidelines provide that if any director receives, during any 12-month period within the last three years, more than $120,000 per year in direct compensation from the Company, exclusive of director and committee fees and pension or officerother forms of deferred compensation, he or she will requirenot be considered independent. Our Corporate Governance Guidelines also provide that at all times that the approvalChairman of the Board is not an independent director, at least two-thirds of the members of the Board should consist of independent directors. The full text of our Board's Corporate Governance Guidelines can be found on our website at www.ahtreit.com by clicking the "Investor" tab, then the "Corporate Governance" tab and then the "Governance Documents" link.disinterestedNYSE Listed Company Manual. Any reference to an independent director herein means such director satisfies both the standards set forth in our Corporate Governance Guidelines and the NYSE independence tests.Audit Compensation Nominating and Corporate Governance Related Party Transactions Committee Acquisitions Monty J. Bennett 
Benjamin J. Ansell, M.D. 
Amish Gupta 
Kamal Jafarnia 
Frederick J. Kleisner Sheri L. Pantermuehl Alan L. Tallis Audit Committee Current Members: Sheri L. Pantermuehl (chair), Frederick J. Kleisner and Alan L. Tallis Independence All of the members of the Audit Committee have been determined by our Board to be independent at all pertinent times, including under the heightened independence standards for members of audit committees of boards of directors. Number of Meetings in 2023: Five Key Responsibilities • Evaluate the performance, qualifications and independence of the independent auditors; • review with the independent auditors and the Chief Financial Officer and Chief Accounting Officer the audit scope and plan; • approve in advance all audit and non-audit engagement fees; • if necessary, to appoint or replace our independent auditors; • meet to review with management and the independent auditors the annual audited and quarterly financial statements; • recommend to our Board whether the Company's financial statements should be included in the Annual Report on Form 10-K; • prepare the audit committee report that the SEC rules and regulations require to be included in the Company's annual proxy statement; • discuss with management the Company's major financial risk exposures and management's policies on financial risk assessment and risk management, including steps management has taken to monitor and control such exposures; • annually review the effectiveness of the internal audit function; • review with management the Company's disclosure controls and procedures and internal control over financial reporting, and review the effectiveness of the Company's system for monitoring compliance with laws and regulations, including the Company's code of conduct and cybersecurity; and • evaluate its own performance and deliver a report to the Board setting forth the results of such evaluation. Compensation Committee Current Members: Alan L. Tallis (chair), Kamal Jafarnia and Frederick J. Kleisner Independence All of the members of the Compensation Committee have been determined by our Board to be independent at all pertinent times, including under the heightened standards for members of the compensation committees of boards of directors. Number of Meetings in 2023: Three Key Responsibilities • Review the Company's equity compensation programs to ensure the alignment of the interests of key leadership with the long-term interests of stockholders; • either as a committee or together with the other independent directors (as directed by our Board), determine and approve the Chief Executive Officer's and Chairman of our Board's equity compensation; • make recommendations to our Board with respect to the equity compensation of other executive officers; • review the performance of our officers; • review and approve the officer compensation plans, policies and programs; • annually review the compensation paid to non-executive directors for service on our Board and make recommendations to our Board regarding any proposed adjustments to such compensation; • prepare an annual report on executive compensation for the Company's annual proxy statement; and • administer the Company's equity incentive plan. Nominating and Corporate Governance Committee Current Members: Kamal Jafarnia (chair), Benjamin J. Ansell, M.D. and Frederick J. Kleisner Independence All of the members of the Nominating and Corporate Governance Committee have been determined by our Board to be independent at all pertinent times. Number of Meetings in 2023: Seven Key Responsibilities • Assess, develop and communicate with our Board for our Board's approval the appropriate criteria for nominating and appointing directors; • recommend to our Board the director nominees for election at the next annual meeting of stockholders; • identify and recommend candidates to fill vacancies on our Board occurring between annual stockholder meetings; • when requested by our Board, recommend to our Board director nominees for each committee of our Board; • develop and recommend to our Board our Corporate Governance Guidelines and periodically review and update such Corporate Governance Guidelines as well as make recommendations concerning changes to the charters of each committee of our Board; • perform a leadership role in shaping our corporate governance policies and procedures; and • oversee a self-evaluation of our Board. Related Party Transactions Committee Members: Amish Gupta (chair), Sheri L. Pantermuehl and Alan L. Tallis Number of Meetings in 2023: Four Key Responsibilities • Review any transaction in which our officers, directors, Ashford Inc. or Braemar or their officers, directors or respective affiliates have an interest, including any other related party and their respective affiliates, before recommending approval by a majority of our independent directors. The Related Party Transactions Committee can deny a new proposed transaction or recommend for approval to the independent directors. Also, the Related Party Transactions Committee periodically reviews and reports to our independent directors on past approved related party transactions. Acquisitions Committee Members: Monty J. Bennett (chair), Benjamin J. Ansell, M.D. and Amish Gupta Number of Meetings in 2023: None Key Responsibilities • Review and approve any acquisition or disposition (and any related property level financing) by the Company, or its affiliates of assets valued at under $100 million. Capacity Additional Annual Retainer ($) 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 •board adoptedCorporate Governance Guidelines provide a policystock ownership requirement for our directors. Under our guidelines, each director should hold common stock with a value in excess of three times his or her annual Board retainer fee in effect at the time of our initial public offering that requires all approvals, consents, waivers, enforcement actions and decisions relatedsuch director's election to the management agreement with Remington be approved by a majorityBoard (excluding any portion of the independent directors. Our charter provisions, governance policiesretainer fee representing additional compensation for being a committeeconflictsthat number of interest policies are designedshares will be the number required to providebe held through the remaining term of a strong and independent board that provides balancedirector's tenure. Although a director may not sell any common stock granted to them in connection with their service to the chief executive officer and chairman positions and ensures independentCompany until the director input and control over matters involving potential conflictsis in compliance with the guidelines, no director is required to acquire shares on the open market (or is prohibited from selling shares acquired on the open market) in order to meet compliance with the guidelines. As of interest.board believesfollowing table summarizes the current leadership structurecompensation paid by us to our non-executive directors for their services as director for the fiscal year ended December 31, 2023:Name Fees Earned or Paid in Cash 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 companystock awards computed in accordance with FASB ASC Topic 718 on the date of the grant. See Notes 2, 13, and 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions used in the valuation of stock-based awards. Each director (other than Dr. Ansell and Mr. Sra, in respect of a portion of their awards) elected to receive his or her fiscal 2023 stock awards as LTIP units.serving as both Chief Executive Officerelected to receive the performance-based portion of his 2023 equity award in the form of performance-based LTIP units. See Notes 2, 13, and Chairman provides15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 for a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors. Ultimately, the full board of directors has responsibility for risk oversight, but our committees help oversee risk in areas over which they have responsibility. The board does not view risk in isolation. Risks are considered in virtually every business decision and as partdiscussion of the company's business strategy. Our board of directors receives regular updates related to various risks for both our company and our industry. The audit committee receives and discusses reports regularly from members of management who are involvedassumptions used in the risk assessmentvaluation of stock-based awards.risk management functions on a daily basis and reports its analysis699,395 performance-based LTIP units that remain subject to vesting conditions, assuming that the full board on a quarterly basis. Ashford Inc., through its subsidiary Ashford LLC, managesapplicable performance metrics are achieved at the day-to-day operationsmaximum level.company and its affiliatesCompany are expected to attend the annual meeting of stockholders in exchange for an advisory fee. As a result, we continue to have executive officers, but we have no employeesperson, by telephone or video conference. All persons who were directors at our 2023 annual meeting of stockholders attended our own. Our named executive officers (as well as employees of our advisor) are eligible to receive equity awards from us, and the compensation committee annually reviews the named executive officers' share ownership levels and retention practices. The compensation committee believes that management's significant stock ownership levels help minimize the likelihood of unnecessary or excessive risk-taking. The compensation committee also has full discretion to evaluate the company's performance in the context of quantitative and qualitative risk management objectives and determine or reduce incentive awards accordingly. of each of our current executive officers and the positions held by each individual. A description of the business experience of each for at least the past five years follows the table.Name Age Title AgeTitleMonty J. Bennett46 50Chief Executive Officer and President Douglas A. Kessler38 55Executive Vice President, David A. Brooks56Chief Operating Officer, General Counsel and Secretary48 40Chief Financial Officer and Treasurer 40 Chief Accounting Officer J. RobisonROBISON HAYS, III38 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. ALEX ROSE Jeremy Welter
39Asset ManagementGeneral Counsel and Secretary since July 2021 and has served in that capacity for Ashford Inc. and Braemar since July 2021.DERIC S. EUBANKS Mark L. Nunneley
JUSTIN COE 58
Fordescriptiondiscussion of the business experience of Mr. Monty Bennett, see the "Election of Directors" section of this proxy statement.Douglas A. Kessler has served ascompensation program adopted for our named executive officers, which include J. Robison Hays, III, our President since January 2009 and served on our board of directors from January 2013 until November 2013. Mr. Kessler is also the President and a director of Ashford Prime, positions he has held since April 2013. Mr. Kessler has also served as the President of Ashford Inc. since November 2014, and of Ashford LLC since November 2013. Prior to being appointed President of our company, Mr. Kessler served as our Chief OperatingExecutive Officer, and Head of Acquisitions beginning in May 2003. Mr. Kessler has spearheaded numerous key initiatives while at Ashford and has been responsible for several billion dollars of capital transactions along with the growth of the company's asset base to in excess of $4 billion. From July 2002 until August 2003, Mr. Kessler also served as the managing director/chief investment officer of Remington Hotel Corporation. Prior to joining Remington Hotel Corporation in 2002, Mr. Kessler was employed by Goldman Sachs' Whitehall Real Estate Funds, from 1993 to 2002, where he assisted in the management of more than $11 billion of real estate (including $6 billion of hospitality investments) involving over 20 operating partner platforms worldwide. During his nine years at Whitehall, Mr. Kessler served on the boards or executive committees of several lodging companies, including Westin Hotels and Resorts and Strategic Hotel Capital. Mr. Kessler has diverse real estate experience totaling nearly 30 years and is a member of Urban Land Institute's Hotel Council and is a frequent speaker and panelist at lodging industry conferences including International Hotel Investment Forum, Americas Lodging Investment Summit and the NYU Lodging Conference. Mr. Kessler has a Master's degree in Business Administration and a Bachelor of Arts degree from Stanford University. Mr. Kessler has 30 years' experience in real estate acquisition, development, sales, finance, asset management, operating companies and fundraising, and he has been involved with the sale, acquisition or financing of several billion dollars of real estate. Mr. Kessler's service with Ashford Trust since our initial public offering, first as Chief Operating Officer and currently as President, together with his prior experience in the real estate industry, allows him to bring a valuable perspective to our board of directors that he is uniquely positioned to provide.David A. Brooks has served as our Chief Operating Officer, General Counsel and Secretary since January 2009. He has also served as the Chief Operating Officer, General Counsel and Secretary for Ashford Prime since April 2013 and for Ashford Inc. since April 2014. Prior to assuming his current role with the company, Mr. Brooks served as our Chief Legal Officer, Head of Transactions and Secretary from August 2003 to January 2009. Prior to that, he served as Executive Vice President and General Counsel for Remington Hotel Corporation and Ashford Financial Corporation, an affiliate of ours, from January 1992 until August 2003, where he co-led the formation of numerous investmentpartnerships, negotiated and closed approximately $1 billion in asset acquisitions and managed nearly $750 million in non-performing hospitality loans. Prior to joining Remington Hotel Corporation, Mr. Brooks served as a partner with the law firm of Sheinfeld, Maley & Kay. Mr. Brooks earned his Bachelor of Business Administration in Accounting from the University of North Texas in 1981, his Juris Doctor from the University of Houston Law Center in 1984 and became licensed as a CPA in the State of Texas in 1984 (currently non-practicing status). has served as our Chief Financial Officer and Treasurer since June 2014 and has served in that capacity for Ashford LLC and Ashford Prime since June 2014. Prior to serving as Chief Financial Officer and Treasurer, Mr. Eubanks served as our Senior Vice President—Finance from September 2011 to June 2014 and in that capacity for Ashford LLC and Ashford Prime 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 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 BBA from 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.J. Robison Hays III has served as our Chief Strategy Officer since May 2015 and prior to that served as our Senior Vice President—Corporate Finance and Strategy since 2010. He has been with our company since 2005. Mr. Hays also serves as Chief Strategy Officer for Ashford LLC and Ashford Prime since May 2015 and as Chief Strategy Officer of Ashford Inc. since 2014. Mr. Hays also serves as Chief Investment Officer of Ashford LLC. Mr. Hays is responsible for the formation and execution of our strategic initiatives, working closely with our Chief Executive Officer. He also oversees all financial analysis as it relates to the corporate model, including acquisitions, divestitures, refinancings, hedging, capital market transactions and major capital outlays. 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. 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.Jeremy Welter has served asAlex Rose, our Executive Vice President, Asset Management since March 2011. He has also served in that capacity for Ashford Inc. since November 2014General Counsel and for Ashford LLC since November 2013 and Ashford Prime since April 2013. He oversees our more than $5 billion portfolioSecretary. In respect of hotels. From August 2005 until December 2010, Mr. Welter was employed by Remington Hotels, LP in various capacities, most recently serving as its Chief Financial Officer. He is a current membersuch compensation, we have elected to comply with the scaled reporting requirements available to smaller reporting companies.Marriott's Owner Advisor Council. From July 2000 through July 2005, Mr. Welter was an investmentbanker at Stephens, where he worked on mergers and acquisitions, public and private equity and debt, capital raises, company valuations, fairness opinions and recapitalizations. Before working at Stephens, Mr. Welter was part of Bank of America's Global Corporate Investment Banking group. Mr. Welter is a frequent speaker and panelist for various lodging investment and development conferences, including the NYU Lodging Conference. Mr. Welter earned his Bachelor of Science in Business Administration in Economics from Oklahoma State University, where he served as student body president and graduatedsumma cum laude.Mark L. Nunneley has served as our Chief Accounting Officer since May 2003 and has served in that capacity for Ashford Inc. since April 2014 and for Ashford LLC and Ashford Prime since April 2013. From 1992 until 2003, Mr. Nunneley served as Chief Financial Officer of Remington Hotel Corporation. He previously served as a tax consultant at Arthur Andersen & Company and as a tax manager at Deloitte & Touche. Mr. Nunneley is a certified public accountant (CPA) in the State of Texas and is a member of the American Institute of Certified Public Accountants, Texas Society of CPAs and Dallas Chapter of CPAs. Mr. Nunneley earned his Bachelor of Science degree in Business Administration from Pepperdine University in 1979 and his Master of Science in Accounting from the University of Houston in 1981.COMPENSATION DISCUSSION & ANALYSISCompensation Overview(collectively, our "advisor") is responsible for implementing our investment strategies and managing our operations. We have no employees. Our namedadvisor manages the day-to-day operations of our Company and our affiliates in exchange for an advisory fee, the terms of which are described under "Certain Relationships and Related Person Transactions-Our Relationship and Agreements with Ashford Inc. and its Subsidiaries." As a consequence of this management arrangement and although the Company has executive officers, are employeesit does not have any employees. Each of the Company's executive officers is, however, an employee of our advisor which determines their salaries, bonuses and other benefits. We do not determineis compensated by our advisor in his capacity as such. During all of 2021, 2022 and 2023, the cash compensation payable toreceived by our named executive officers was paid to those persons by Ashford Inc. in their capacity as employees of our advisor. However, our compensation committee, together with the independent members of the board, may grant equity awards to ourexecutive officers and(as well as other employees and other agents of our advisor pursuantadvisor) continue to be eligible to receive equity-based (and, for each of 2022, 2023 and 2024, certain cash) awards under our stock incentive plan. primary objectives of our equity compensation program are to: (i) motivate our executive officers to achieve the company'sCompany's business and strategic objectives; (ii) align the interests of key leadership with the long-term interests of the company'sCompany's stockholders; and (iii) provide rewards and incentives, without excessive risk taking, in order to attract, retain and motivate our executive officers to perform in the best interests of the companyCompany and its stockholders. In May 2015, ISS Proxy Advisory Services ("ISS") recommended a vote against the company's advisory vote to approve executive compensation, or "say on pay," at the company's 2015 annual meeting. Their recommendation was not based on a misalignment of pay and performance. On the contrary, ISS's quantitative assessment indicated a strong alignment between our performance and our CEO compensation, with the best possible rating (i.e. "low concern") on all three measures. Their recommendation was based on what they identified as "problematic pay practices" (related to provisions in a newly revised employment agreement and a provision in our anti-pledging policy) and what they viewed as the discretionary nature of our incentive programs. As discussed in this Compensation Discussion & Analysis section, all of these concerns have been fully addressed and we have included new disclosures to comply with their newly adopted guidelines related to Externally Managed Issuers (EMIs). Although 54% of the votes cast at the 2015 annual meeting were in favor of the company's executive compensation plans, this level of support was down from approximately 90% in 2014 and 87% in 2013. In 2015, the company discussed with a number of its institutional stockholders the company's executive compensation practices. In response to feedback from the company's shareholders, the compensation committee has taken a series of actions to enhance the company's equity compensation program. In July, the committee retained Gressle & McGinley LLC as its independent outside compensation consultant. Based on a thorough review of our peer companies and current industry trends, the committee revised the equity compensation plan to include objective performance metrics tied to the company's business goals and shareholder returns. Furthermore, the committee set specific vesting requirements for half of the equity awards granted on March 31, 2016 for 2015 company performance, based on relative total shareholder return and absolute shareholder returns. During 2015, our company delivered strong operating performance, with management achieving eight of the ten business objectives set by our board of directors for the year. At the same time, share prices of hospitality REITs experienced significant declines during the year. While our 2015 Total Shareholder Return ("TSR") of negative 31.2% was better than the median of our peers (negative 31.8%), we recognize that our stockholders saw a sizable decline in the value of their investments. The compensation committee has reacted accordingly, reducing the average value of the equity awarded to our named executive officers (in comparable full-year positions) by approximately 40% over last year. This is a significant reduction, but it should be noted that it is not reflected in the Summary Compensation Table, which includes equity in the year granted according to the SEC's rules and regulations. We believe the year-over-year comparison is better seen in the supplemental table we haveprovided below in the section "—2015 Equity Grant Decisions," which discloses the equity compensation corresponding to the year in which performance was evaluated. We are a REIT listed on the NYSE (symbol: AHT) that invests in the hospitality industry across all segments and at all levels of the capital structure primarily within the United States other than hotels in gateway markets with revenue available per room, or "RevPAR," in excess of twice the national average. Until we spun off Ashford Inc. on November 12, 2014, we were a self-administered and managed REIT. After the spin-off, we became an externally administered and managed REIT with Ashford Inc. and Ashford LLC acting as our advisor. We implement our key strategies of (i) investment growth and (ii) portfolio management, to create stockholder value as measured by total shareholder returns, including stock price appreciation and dividends. To maximize shareholder returns, we seek to acquire or invest in assets that provide accretive growth. Our investment growth is based upon meeting targeted returns, utilizing market research, carefully underwriting, and evaluating the transaction's overall contribution to the existing portfolio. Each investment is evaluated on its relative expected contribution to our hotel portfolio in terms of total return, volatility, financeability, product type or brand, asset quality, location, and diversification. To maintain investment focus, we target hotel assets with RevPAR of less than two-times the U.S. national average. We will consider direct investments as well as joint ventures. By location, the investment profile includes hotels in primary, secondary and tertiary markets. Asset classes include most of the major branded full and select service hotels along with independent hotels. In addition to direct hotel ownership, we may invest in hotel debt as well as securities. Our portfolio management efforts seek to maximize shareholder returns, while minimizing risk. Through pro-active asset management, we seek to enhance value at the property level with a focus on revenue strategies, expense controls, asset positioning, and capital expenditures. Our goal is to maximize growth from internal asset performance. Moreover, the dynamic portfolio management strategies implement finance and capital recycling initiatives that monitor and optimize our capital structure. We sell assets and redeploy capital based upon opportunities. In addition, our financing strategy generally follows a non-recourse debt approach that seeks to utilize high property level debt in conjunction with high corporate cash liquidity. The combination of our investment growth and asset management strategies seeks to maximize long-term shareholder returns throughout all lodging cycles while also reducing performance risk. Compensation Objectives & Philosophy The objectives of our equity compensation program are to: (i) motivate our officers to achieve the company's business and strategic objectives; (ii) align the interests of key leadership with the long-term interests of the company's stockholders; and (iii) provide rewards and incentives, without excessive risk taking, in order to attract, retain and motivate our executive officers to perform in the best interests of the company and its stockholders. Our compensation philosophy is to make all equity compensation decisions following the end of our fiscal year based on the performance of the prior year and over the longer term. As a result, equity based awards reflected in our Summary Compensation Table reflect compensation for prior year performance. Throughout this Compensation Discussion & Analysis section, we provide a discussion of equity compensation decisions made in early 2016 as they reflect 2015 performance. In the Compensation Discussion & Analysis section of our proxy statement for the 2015 annual meeting of our stockholders, which was filed with the SEC on April 21, 2015, we provided a discussion of pay decisions made in early 2015 as they reflected 2014 performance. We believe that the equity compensation we pay to our executive officers should be reflective of the overall performance of our company on both a short-term and a long-term basis. The equity compensation we offer should reward the sustained successes of the past, as well as motivate the executives to maximize the creation of long-term stockholder value in a competitive environment. Most of our management team has been working together for over 20 years, and the company believes that the synergies among the management team, along with their cumulative knowledge and breadth of experience, were key factors in the company's growth since its inception. equity compensation we pay to our executive officers is administered under the direction of our compensation committee.Compensation Committee. In its role as the administrator of our equity compensation program, our compensation committeeCompensation Committee recommends the equity compensation ofto be paid to our named executive officers to the board,Board, taking into consideration the recommendations of the chief executive officer,our Chairman and our independent compensation consultant, with the independent members of the boardBoard ultimately approving all executive compensation decisions. A full description of the compensation committee'sCompensation Committee's roles and responsibilities can be found in its charter which is posted to our website atwww.ahtreit.com. under the "Investor" tab, by navigating to the "Corporate Governance" link, then to the "Governance Documents" link.compensation committeeCompensation Committee has the authority to retain independent advisors to assist the committee in fulfilling its responsibilities. During 2013, 2014 and early 2015 our compensation committee retained the services of Semler Brossy Consulting Group ("Semler Brossy"), an independent compensation consulting firm, to support its decision-making on executive pay practices. In July of 2015, the committee initially retained Gressle & McGinley LLC as its new independent compensation consultant, replacing Semler Brossy. Neither Semler Brossy norand has continued to do so. Gressle & McGinley has not performed any services other than executive and director compensation services for the company,Company, and eachhas performed its services only on behalf of, and at the direction of, the Compensation Committee (although Gressle & McGinley is also the independent compensation committee.consultant to the compensation committees of the boards of directors of our advisor, Ashford Inc., and Braemar). Our compensation committeeCompensation Committee has reviewed the independence of Semler Brossy and Gressle & McGinley in light of SEC rules and NYSEstock exchange listing standards regarding compensation consultant independence and has affirmatively concluded that each of Semler Brossy and Gressle & McGinley is independent from the companyCompany and has no conflicts of interest relating to its engagement by our compensation committee.Interaction with Management Our compensation committee regularly meets in executive sessions without management present. Executives generally are not present during compensation committee meetings, except, when requested, our chief executive officer does attend all or part of certain compensation committee meetings. Our chief executive officer, considering certain performance factors as set by the board each year, annually reviews the equity compensation for each named executive officer and makes recommendations to our compensation committee. Final equity compensation decisions are ultimately made in the sole discretion of the compensation committee and approved by the independent directors of the board.compensation committeeCompensation Committee believes that our solidthe integrity of corporate governance should beis reinforced by linking our executive officers' long-term interests to the interests of our stockholders through our equity compensation program. We believe that our new equity compensation program provides appropriate performance-based incentives to attract and retain leadership talent and to aligninterests and to continue to drive our long-term track record of superior returns to stockholders. interests.What We Do What We Don't Do üPerformance. Performance. A substantial portion of our equityincentive compensation grants are now tied to rigorous absolute and relative TSRincentive compensation performance goals.ØPledging. Pledging. We do not allow hedging or pledging of companyCompany securities.üGuidelines. Guidelines. We impose robust stock ownership guidelines on our directors and executive officers.ØGuidelines. Guidelines. We do not count performance shares toward our stock ownership guidelines.üPolicy. Policy. We canmust recover performance-based equity incentive compensation in various circumstances.ØShares. Shares. We do not pay dividends on unvested performance shares unless the shares actually vest.üConsultant. Consultant. Our compensation committeeCompensation Committee uses the consulting firm of Gressle & McGinley, which is independent and provides no other services to the company.Company.ØOptions. Options. We do not grant stock options.üAssessment. Assessment. We conduct an annual compensation risk assessment.ØüCompensation. Compensation. We provide detailed disclosure of compensation paid by our advisor to our named executive officers.ØPerquisites. Perquisites. We do not provide our executive officers with any perquisites or retirement programs. EffectAshford Inc. Spin-Off In November 2014,Say-on-Pay Votecompleted a spin-off of a subsidiary, Ashford Inc., in order to separateprovided our asset management and advisory business from our hospitality investment business. Prior to the spin-off, all of our employees were employees of our subsidiary Ashford LLC. In connectionstockholders with the spin-off, Ashford LLC becameopportunity to vote to approve, on a subsidiary of Ashford Inc., a separate publicly traded company. Our advisor manages the day-to-day operation of our company and our affiliates in exchange for annon-binding advisory fee, the terms of which are described under "Certain Relationships and Related Party Transactions—Our Relationship and Agreements with Ashford Inc." While we continue to have executive officers, we no longer have any employees. We paid all cash compensation to our prior employees, includingbasis, our executive officers, for all periods during 2014 up until November 12, 2014, the datecompensation. More than 86% of the spin-off. Followingvotes cast at our 2023 annual meeting of stockholders voted to approve our executive compensation as described in our proxy statement for the spin-off,2023 annual meeting of stockholders. The Compensation Committee reviewed the results of this advisory "say-on-pay" vote and during all of 2015, Ashford Inc. paid all cash compensationconsidered it in determining specific award amounts granted to such employees, including our officers. However, following the spin-off, our named executive officers (as well as employeesfor 2023. The Compensation Committee will also carefully consider future stockholder votes on this matter, along with other expressions of our advisor) continue to be eligible to receive equity awards under our equity incentive plan. We do not provide any other compensation or employee benefit plans for our named executive officers.fee,fee. In turn, Ashford Inc. uses a portion of the proceeds of which are used in partsuch advisory fee to pay the cash compensation toit pays its personnel, but wepersonnel. We do not specifically reimburse Ashford Inc. for any executive employeeofficer compensation or benefits costs. The following is a summary of20152023 and the total 20152023 compensation paid to our named executive officers:orof our advisory agreement, for 20152023 our advisory services fee totaled $43.0approximately $48.9 million, comprised of a base fee of $33.8approximately $33.1 million, reimbursable overhead, and internal audit, insurance claimsrisk management advisory, and asset management services of $6.5approximately $12.5 million and equity-based compensation of $2.7approximately $3.3 million associated with equity grants of our common stock and long-term incentive partnership units, or LTIP units, awarded to theour executive officers and employees of Ashford Inc.feesfee is allocated to the compensation paid by Ashford Inc. to its employees who are also our executive officers. Our advisor makes all decisions relating to compensation paid by Ashford Inc. to our executive officers who are its employees based on such factors as the terms of their employment agreements with Ashford Inc. and an evaluation of the performance of such employees on behalf of Ashford Inc. and its advisees during the year.2015,2023, our named executive officers earned total cash compensation of $5,995,214approximately $4.4 million from Ashford Inc. No awardsbased on amounts determined through the date hereof. This amount was comprised of equityan aggregate of approximately $1.9 million in salaries and an aggregate of approximately $2.5 million in cash bonuses. In addition, Ashford Inc. were granted 46,835 restricted shares of common stock of Ashford Inc. with an aggregate grant date fair value of approximately $227,000, to our named executive officers in 2015. The total cash compensation paid by Ashford Inc. with respect to compensation earned by our named executive officers was comprised of $2,655,000 in salaries, $150,000 in bonus awards and $3,190,214 pursuant to a non-equity incentive plan. cash compensation received by our named executive officers from Ashford Inc. was attributable to services performed as executive officers of our company.Company. Based on a review of the proportion of our companyCompany to the total operations managed using various measures of size (revenue, assets, and total enterprise value), we estimate that approximately 70% to 75%55% of the compensation paid by Ashford Inc. is attributable to services provided by our named executive officers to our company.cash2023 annual bonus awards paid pursuant toprogram at Ashford Inc.'s non-equity incentive plan represent variable incentive compensation that was earned for achieving specific took into account a variety of financial performance targets. The performance metrics for 2015 included total shareholder return relative to peers, adjusted earnings per share, sell-side analyst coverage, number of investor and analyst meetings, attendance at an investor/analyst meeting, increase in assets under management in managed REITs, private capital raised and the launch of a new select service segment. Following the spin-off, the only compensation we pay to our named executive officers is equity based compensation awarded under our equity incentive plan. The company and the compensation committee engaged in a comprehensive process to understand and address the issues raised by the 2015 say on pay vote, including diligent outreach to shareholders and the engagement of a new independent compensation consultant. To address concerns raised by shareholders and the proxy advisory firms, the compensation committee approved a new equity program under which at least 50% of the equity granted would vest based on the company's TSR performance (half absolute and half relative to peers) over a three-year period beginning on the first day of the year of grant as described under "—Company Performance and 2015 Equity Grant Decisions." In addition, the company revised its hedging policy to prohibit all pledging of securities by officers and directors. Shareholders raised another concern related to terms for termination payments under a revised employment agreement. Because we no longer have employees or employment agreements, this concern is no longer applicable to us. Review of Market Data for Peer Companies Equity compensation grants for our named executive officers are determined based on a number of factors, including a periodic review of the compensation levels in the marketplace for similar positions. In 2015, the compensation committee, with the assistance of Gressle & McGinley, our independent compensation consultant, undertook such a review of competitive compensation compared to market, with a particular emphasis on market level of equity compensation (both actual awards grantedattainment of budgeted revenue, budgeted adjusted EBITDA and target awards from our peers' equity incentive plans). Competitive pay data is used for reference only to gauge the marketplace for executive compensation in our industry. The compensation committee does not establish a specific target percentile of market for our executives and generally seeks to provide the compensationliquidity levels, needed to retain our exceptional executive team and reward appropriately for performance. The specific peers used to assess competitive pay include other hospitality REITs with similar assets. The hospitality REITs included in our assessment of competitive pay include:Chatham Lodging TrustLaSalle Hotel PropertiesChesapeake Lodging TrustPebblebrook Hotel TrustDiamondRock Hospitality CompanyRLJ Lodging TrustFelCor Lodging TrustStrategic Hotels & ResortsHersha Hospitality TrustSummit Hotel PropertiesHost Hotels & ResortsSunstone Hotel Investors The compensation committee also assessed the pay practices of these hospitality REITs in evaluating 2016 equity grant decisions for 2015 performance. Specifically, the committee reviewed the absolute and relative TSR performance targets used by our peers in their equity programs. The committee set the performance targets (threshold, target and maximum) for the absolute and relative TSR components of the 2016 equity awards at about the median of our peers. In evaluating the market pay levels of our peers, the compensation committee also considers the unique role that each of the named executive officers of the company holds. Specifically, each of our named executive officers performs duties that are traditionally assigned to multiple senior officers in competitive companies. The president, by way of example, is charged with capital markets activities and is also responsible for securing our investments and for identifying opportunities for joint ventures or other business partnerships as well as being the lead contact for company financing activities. non-financial strategic goals.chief operating officer is also the general counsel and has the mandate to negotiate the terms of, and close, all acquisition and disposition transactions, capital market transactions and equity and debt financings. In addition, he is charged with supervising the legal department, monitoring corporate governance and performing the normal duties associated with the office of the corporate secretary. The company's unusual division of responsibilities has created a cohesive and extremely streamlined management system, which enables the company to operate with a smaller staff of senior executives, including the named executive officers, than would be expected of a company of our size and structure. The compensation committee recognizes that these other factors must be considered in setting compensation for each named executive officer. Together with its consideration of the unique roles of each named executive officer, the compensation committee also considers the time commitment of the chief executive officer to the company in relation to his executive duties at Remington and its affiliates. Based on its review, the compensation committee has determined that those business activities are generally beneficial to the company and do not materially interfere with his duties to the company. Therefore, the committee follows a compensation philosophy for the chief executive officer that is comparable with the philosophy for the other named executive officers. The following is a discussion and analysis of the new equity compensation program adopted for our named executive officers (including our chief executive officer, chief financial officer, and the three other most highly compensated executive officers appearing in the Summary Compensation Table), along with a discussion of the equity awarded in 2016 for 2015 performance. This discussion should be read together with the compensation tables and related disclosures set forth elsewhere in this proxy statement. The compensation committeeCommittee believes that our named executive officers should have an ongoing stake in the long-term success of our business, and our equityincentive compensation program is intended to align our executives' interests with those of our stockholders. In its 2015 report, ISS recognized the strong alignment between our performance and our CEO's compensation, providing us with the best possible rating (i.e., "low concern") following ISS's initial quantitative screens measuring pay-for-performance alignment. However, ISS cited a concern that, "While the company provides equity awards based on prior year performance, the vesting conditions of such awards are entirely time-based, lacking any performance conditions." In responsestockholders, as well as to that concern, the lower approval rate of our 2015 say on pay vote and feedback from our stockholders, the committee retained Gressle & McGinley to design a new equity program that would provide strong incentives forreward our executive officers to create sustainable value, would be cost-effective from a shareholder perspective and would meet withfor their performance on the guidelines of major institutional investors and proxy advisory firms. Based on Gressle & McGinley's reports on market pay data and best practices in executiveCompany's behalf. Under our incentive compensation the committee adopted a new equity program for 2015. Under the new equity program, the committeeCompensation Committee determines the size of potential equity awards by officer based on a review of market pay levels, taking into consideration the size of our companyCompany against our peers. peers, as well as multiple other factors including, but not limited to, the Company's and each named executive officer's individual performance, competitive award opportunities provided to similarly situated executives, and our named executive officers' roles and responsibilities.committee also considersincentive compensation grants made to our named executive officers in March 2024 were granted to named executive officers in respect of their performance during the most recent burn rate benchmarks published by ISS forpreceding year. For a discussion of awards made in 2023 (in respect of 2022 service), please refer to the real estate Global Industry Classification Standard (GICS). One-half of"value of the potential award is granted in the form of performance-based equity that will vestSEC on March 28, 2023.the company's three-year Total Stockholder Return (TSR). The other half of the potential award is eligible to be earned based on management's2023 performance, against business objectives adopted by the board of directors for the preceding year. For 2015, the size of the potential equity awards for our named executive officers was first assesseddetermined based on 2023 performance, historical compensation levels in the hospitality REIT sector. However, although our TSR exceeded most of our peers in 2015, our share price declined significantly in 2015 with the rest of the hospitality REIT sector. As a result, the committee decided to reduce the size of the potential equity awards that could be earned by our named executive officers. The reduction was significant—averaging about 40% of the value of the awards granted for 2014 for officers in comparable positions each year. This decision underscores the committee's philosophy of aligning the pay of our executives with our performance. In determining the size of the overall reduction, the committee considered the ISS burn rate guidelines, as mentioned previously. Also, the committee consideredsector and the recommendations of the chief executive officerChairman in setting the potential equity awards for each individual named executive officer. The first grant of 2023 performance shares was made on March 31, 2016. Those shares are eligible to vestevaluated based on six business objectives established by the company's TSR on March 31, 2019. We use a three-year performance period in order to tie incentive compensation to long-term results. Achievement levels are set for "threshold" at which 50%Board of shares/units may be earned, "target", at which 100%Directors. The Board believes these objectives reflected the cyclicality of the shares/units may be earnedindustry in which we operate and "maximum" performance, at which 200%evolving changes in market conditions and were appropriate to further align the interests of the shares/units are earned. No shares/units are earned if performance is below threshold,named executive officers with the interests of our stockholders. The following table summarizes the six business objectives set by the Board of Directors for 2023, along with the actual results:Business Objective Performance Target 2023 Performance Target Actual Achieved? Revenue Budget $1,307.2M $1,367.5M Yes Adjusted EBITDAre* Budget $307.5M $324.5M Yes Yes Raise $50M+ of Non-Traded capital At Least $50M $50.0M $88.9M Yes At Least $50M $50.0M $424.1M Yes Investor/Analyst Interactions At Least 500 500 601 Yes results will be interpolated betweenEBITDA Flows (the change in Adjusted EBITDAre divided by the levels of threshold, target and maximum. Dividends, or distributionschange in revenue) to a measure under generally accepted accounting principles ("GAAP") in the caseUnited States, see Annex A.units, accrueassets.unvested shares/units and arepaid2023 performance, the Compensation Committee determined that the Company achieved all six of the business objectives resulting in the equity awards to our named executive officers described below.additional shares/units on the actual number of shares/units that ultimately vest at the endproviding part of the three-year performance period. One-half of the performance shares are subject to performance goals based on the company's absolute TSR over the performance period. For the shares granted in 2016, the annualized TSR goals for threshold, target and maximum performance levels are 5.0%, 9.0% and 13.0%, respectively. The other half of the performance shares are subject to performance goals based on the company's relative TSR over the performance period. For the shares granted in 2016, the percentile rank goals for threshold, target and maximum performance levels are the 30th, 50th and 70th percentiles, respectively. The percentile rank will be determined based on the company's three-year TSR relative to the following peer companies:Chesapeake Lodging Trust (CHSP)LaSalle Hotel Properties (LHO)DiamondRock Hospitality Co. (DRH)Pebblebrook Hotel Trust (PEB)FelCor Lodging Trust Incorporated (FCH)RLJ Lodging Trust (RLJ)Hersha Hospitality Trust (HT)Sunstone Hotel Investors Inc. (SHO)Host Hotels & Resorts, Inc. (HST)Xenia Hotels & Resorts, Inc. (XHR) As stated previously, half of each named executive officer's potential equity awards isaward in the form of performance shares/units. The other half can be earned based onstock units ("PSUs") or performance LTIP Units ("Performance LTIPs"). 25% of the company's performance against business objectives set byDeferred Cash Awards vested upon grant, and the board of directorsremaining portion will vest if at all within the beginning of each year. The equity award based on company objectives is grantedfollowing three years generally subject to continued service, at 50% if the Company repays its strategic financing with Oaktree, 15% if in the form of time-based shares or LTIPs that vest in three equal annual installments onCommittee’s discretion management and the first three anniversaries following the date of grant. Dividends are paid on unvested shares. For 2015, the board of directors set ten business objectives. The compensation committee determined that the full potential award would be earned if seven or moreapplicable members of the business objectives were achieved for the year. For each objective less than seven achieved, the potential award would be reduced by one-seventh (e.g. for achievement of fiveBoard shall have successfully completed a value creation review process and 10% if both such benchmarks shall have been achieved. Previously granted PSUs and Performance LTIPs remain outstanding in accordance with their terms.ten awards, the potential award would be reduced by two-sevenths, or 28.57%). The following table summarizes the ten business objectives set by the board of directors for 2015, along with the actual results:2015 Business ObjectivesPerformance Results1-year, 3-year and 5-year total shareholder return performance in top half of peers1-year rank: 5th of 113-year rank: 9th of 115-year rank: 3rd of 9Achieve budgeted AFFO per share2015 AFFO per share of $1.41 as compared to budget of $1.06Achieve 35% NOI flows2015 NOI flows of 56.9%Outperform peer group average EBITDA flowsEBITDA flows of 51.7% as compared to peer average of 50.3%Achieve RevPAR yield growth that beats competitive sets6.8% for all hotels not under renovation as compared to 6.3% for competitive sets for our hotelsHold at least 150 meetings with investors & analysts735 meetings heldPursue proactive risk management strategies and build up cash balance to range of 20% - 25% of market cap if feasibleExcess corporate cash balance of $141 million, or 23% of market cap as of February 4, 2016Strategically raise equity capitalRaised $111.1 million of common equity in January and FebruaryGrow the platform by buying accretive domestic and/or international assetsAcquired $839.2 million of hotel assets in 2015Successfully contribute/sell limited service assets into Ashford Select if launchedAnnounced on January 25, 2016 that the company is no longer marketing the 24 select-service hotel portfolio as a single portfolio, but will instead pursue the sale of those assets in smaller groups or individually Based on its review of 2015 performance, the compensation committee determined that the company achieved eightcomponents of the ten business objectives. The first objective was not met because the company's 3-year total shareholder return was not in the top half of its peers. The peer companies used to measure relative total shareholder return included: Chatham Lodging Trust, Chesapeake Lodging Trust, DiamondRock Hospitality Company, FelCor Lodging Trust, Hersha Hospitality Trust, Host Hotels & Resorts, LaSalle Hotel Properties, Pebblebrook Hotel Trust, RLJ Lodging Trust, Summit Hotel Properties and Sunstone Hotel Investors. Also, the last objective was not met because the limited service assets were not divested. The remaining eight business objectives were achieved resulting in 100% of the potential award being earned by our named executive officers. ��Based on consideration of company performance during 2015 and 2014, theMarch 2024 incentive compensation committee made equity grants in March 2016 and March 2015, respectively,awards to our named executive officers were as follows (in number of shares awarded): March 2015
Equity Award
for 2014
Performance March 2016
Equity Award
for 2015
Performance 478,969 (1) 461,542 (2) 265,748 (3) 242,857 (4) 196,850 (3) 176,565 (4) 73,819 (3) 163,403 (4) 159,656 (1) 170,855 (2)
follows:(1)Represents special long-term Executive Deferred Cash Amount ($) J. Robison Hays, III $ 2,596,369 Deric S. Eubanks $ 1,448,653 Alex Rose $ 1,097,464 units in our operating partnership that vest in three substantially equal installments onUnitsfirst three anniversaries following the date of grant. Upon vesting, the LTIP units are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into shares of our common stock based on a conversion ratio describedCompany in the partnership agreement of our operating partnership which, on March 31, 2016, was 0.9543923553 shares of our common stock per common unit.(2)Includes special long-term LTIP units as described in footnote (1). Also includes target number of performance LTIP unit awards ("performance LTIPs"), which may vest from 0% to 200% based on achievement of a specified absolute or relative TSR, as applicable, determined by the compensation committee on the date that is three years from the date of grant, subject to forfeiture. Upon vesting and reaching economic parity with the common units, the LTIP units are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into shares of our common stock based on a conversion ratio described in the partnership agreement of our operating partnership which, on March 31, 2016, was 0.9543923553 shares of our common stock per common unit.(3)Represents shares of restricted common stock that vest in three substantially equal installments on the first three anniversaries following the date of grant.(4)Includes shares of restricted common stock that vest in three substantially equal installments on the first three anniversaries following the date of grant. Also includes target number of common stock shares that may be issued pursuant to an award of performance stock units ("PSUs"). The actual number of PSUs to be issued upon vesting can range from 0% to 200% of target based on achievement of a specified absolute or relative TSR, as applicable, as determined by the compensation committee. The PSUs will vest on the date that is three years from the date of grant, subject to forfeiture.(5)Mr. Eubanks became our Chief Financial Officer effective June 14, 2014. Prior to being appointed Chief Financial Officer, Mr. Eubanks had been serving as our Senior Vice President—Finance since June 2011. The average value of the 2016past has granted equity awards made for 2015 performance was approximately 40% less than the awards in 2015 made for 2014 performance (excluding Mr. Eubanks whose 2015 award was based on serving as our Chief Financial Officer for approximately one-half of the 2014performance year). A summary of the components of the shares awarded in March 2016 to our named executive officers is as follows: Target Performance-based
Shares/LTIPs Awarded Time-Based
Shares/LTIPs
Awarded Total
March 2016
Equity Absolute TSR Relative TSR Business Objectives Award for 2015 115,385 (1) 115,385 (1) 230,772 (2) 461,542 60,714 (3) 60,715 (3) 121,428 (4) 242,857 44,141 (3) 44,142 (3) 88,282 (4) 176,565 40,851 (3) 40,851 (3) 81,701 (4) 163,403 42,713 (1) 42,714 (1) 85,428 (2) 170,855 (1)Represents target number of performance LTIP unit awards ("performance LTIPs"), which may vest from 0% to 200% based on achievement of absolute or relative TSR, as applicable, determined by the compensation committee on the date that is three years from the date of grant, subject to forfeiture. Upon vesting, the LTIP units are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into shares of our common stock based on a conversion ratio described in the partnership agreement of our operating partnership which, on March 31, 2016, was 0.9543923553 shares of our common stock per common unit.(2)Represents special LTIP units in our operating partnership that vest in three substantially equal installments on the first three anniversaries following the date of grant. Upon vesting, the LTIP units are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into shares of our common stock based on a conversion ratio described in the partnership agreement of our operating partnership which, on March 31, 2016, was 0.9543923553 shares of our common stock per common unit.(3)Represents target number of common stock shares that may be issued pursuant to an award of performance stock units ("PSUs"). The actual number of PSUs to be issued upon vesting can range from 0% to 200% based on achievement of absolute or relative TSR, as applicable, as determined by the compensation committee. The PSUs will vest on the date that is three years from the date of grant, subject to forfeiture.(4)Represents shares of restricted common stock that vest in three substantially equal installments on the first three anniversaries following the date of grant. As shown in the table above, the compensation committee determined in 2016 to award half (50%) of the shares/units awarded in the form of time-based shares/units that vest in three equal annual installments following the date of grant, with dividends paid on unvested shares/units, and half (50%) in the form of performance-based shares/units. The performance-based shares/units vest at the end of three years based on the company's shareholder returns: 50% absolute TSR and 50% relative TSR. The award level for achieving target performance is 100% of the target award. The award levels for achieving threshold and maximum performance are 50% and 200% of the target award, respectively. Award levels between the threshold and target performance and between the target and maximum performance are interpolated. Dividends are accrued and paid on the actual number of shares/units vesting in the form of additional shares/units. The compensation committee also elected to give our executive officers a choice of receiving their time-based equity awards in the form of either restricted stock or LTIP units, or a combination of both. Messrs. Bennett and Welter elected to receive the March 2016 time-based equity grants in the form of LTIP units. We will make dividends and distributions on unvested restricted stock and LTIP units. For the performance-based awards, the executives could choose between PSUs or performance LTIPs, or acombination of both. Messrs. Bennett and Welter elected to receive the March 2016 performance-based equity grants in the form of performance LTIP units. Dividends and distributions accrue on unvested PSUs or performance LTIPs and are paid in the form of additional shares/units on the actual number of shares/units that ultimately vest at the end of the three-year performance period.units.units." Grants of LTIP units are designed to offer executives the same long-term incentive as restricted stock, while allowing them more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our stock incentive plan, reducing availability for other equity awards.awards, because LTIP units are convertible into common units of our operating partnership, which may themselves be converted into shares of our common stock based on a conversion ratio of 1:1. As a result, an LTIP unit granted mayAt the time of the award, executives who receive LTIP units make a $0.05 capital contribution per LTIP unit. Upon the occurrence of certain corporate events, which are not performance relatedperformance-related events, the capital accounts of our operating partnership may be adjusted, allowing for the LTIP units to achieve parity with the common units over time. If such parity is reached, vested LTIP units become convertible into an equal number of common units. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock. �� vestingapplicable performance- or service-vesting requirements for the LTIP units or Performance LTIPs, the LTIP units will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the partnership at a time when the company'sCompany's stock is trading at some level in excess of the price it was trading at on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership. A capital account revaluation generally occurs whenever there is an issuance of additional partnership interests or the redemption of a partnership interest. If a sale, or deemed sale as a result of a capital account revaluation, occurs at a time when the operating partnership's assets have sufficiently appreciated, the LTIP units will achieve full economic parity with the common units. However, in the absence of sufficient appreciation in the value of the assets of the operating partnership at the time a sale or deemed sale occurs, full economic parity would not be reached. Until and unless such economic parity is reached, the value that an executive will realize for vested LTIP units will be less than the value of an equal number of shares of our common stock. As of March 31, 2016, all of the LTIP units issued prior to 2015 have reached economic parity with the common units and have been converted to common units. None of the LTIP units issued in 2015 or 2016 have achieved such parity. As noted in the Executive Compensation Overview section, we believe our compensation decisions should be evaluated by recognizing that the compensation committee grants equity awards following the end of our fiscal year based on the performance of the prior year and over the longer term. To understand how we pay for performance, equity awards should be aligned with the applicable performance year to which they are related. Using this approach, the total actual compensation for each of the named executive officers serving at the end of 2015, for the three years ended December 31, 2015, as analyzed by the compensation committee is as follows: Year Salary(1) Bonus(1) Equity Based
Awards(2) Total 2015 $ — $ — $ 2,750,000 $ 2,750,000 2014 800,000 1,600,000 4,500,000 6,900,000 2013 800,000 1,600,000 3,981,934 6,381,934
—
—
1,018,000
1,018,000 2014 282,205 203,000 750,000 1,235,205
—
—
1,513,000
1,513,000 2014 625,000 937,500 2,700,000 4,262,500 2013 625,000 937,500 2,199,996 3,762,496
—
—
1,100,000
1,100,000 2014 475,000 593,750 2,000,000 3,068,750 2013 475,000 593,750 1,791,874 2,860,624
—
—
1,018,000
1,018,000 2014 425,000 382,500 1,500,000 2,307,500 2013 425,000 297,500 617,400 1,339,900 (1)Effective with our spin-off of Ashford Inc. in November 2014, we no longer pay salary or bonus compensation to our executive officers or employees. However, we do grant our executives and the executives and employees of our advisor equity awards, if and to the extent determined appropriate by our compensation committee.(2)Represents estimated valuation as analyzed by the compensation committee of restricted stock, LTIP unit, PSU and target number of performance LTIP awards made following the end of the fiscal year indicated based on the performance of the company for the prior year. These grants are subject to vesting over a period of time generally commencing on the date of their issuance.(3)Mr. Eubanks was appointed Chief Financial Officer and Treasurer effective June 14, 2014.corporate governance guidelinesCorporate Governance Guidelines provide ownership guidelines for our directors as well as our executive officers. The guidelines state that each member of the boardChief Executive Officer should hold an amount of our common stock or other equity equivalent having a value in excess of three times his annual board retainer fee (excluding any portion of the retainer fee representing additional compensation for being a committee chairman), and the chief executive officer should hold an amount of our common stock having a value in excess of six times his annual base salary. The guideline for our president is stock ownership of an amount of our common stock having a value in excess of four times his annual base salary and each other executive is required by our guidelines to hold common stock having amarket value in excess of three times his annual base salary.salary paid by our advisor in effect at the time of his appointment as Chief Executive Officer and each other executive officer should hold common stock or other equity equivalent having a market value in excess of one-and-one half times his annual base salary paid by our advisor in effect at the time of his appointment to such office. The guidelines provide that ownership of common units or LTIP units (including performance LTIP units) in our operating partnership constitute "common stock" for purposes of compliance with the guideline. Any future board member or executive officer will beguideline based on a conversion ratio of 1:1. Executive officers are expected to achieve compliance within threefour years of being appointedappointed. Once an executive officer has met his or elected,her guideline, he or she will not be considered to be out of compliance with the guideline as applicable. Currently, alla result of ourTablestock price volatility. The Company calculates the minimum number of Contentsboard membersshares necessary to meet compliance with the guidelines, and that number of shares will be the number required to be held through the remaining term of an executive's tenure. Although an executive officers satisfy ourofficer may not sell any common stock ownershipgranted to them in connection with their service to the Company until the executive officer is in compliance with the guidelines, or are withinno executive officer is required to acquire shares on the three-year ramp-up period for compliance.a group,of December 31, 2023, each of our named executive officers have demonstratedhad stock ownership that met the guidelines or was within the grace period for satisfying the requirements.commitmentpolicy that prohibits our directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for a loan. Our policy also prohibits our directors and executive officers from engaging in speculation with respect to Company securities, and specifically prohibits our executives from engaging in any short-term, speculative securities transactions involving Company securities and engaging in hedging transactions.company through long tenureDodd-Frank Act, applicable SEC rules and significant equity ownership levels as a multiplestock exchange listing requirements. That policy was adopted in place of salary paid to them by our advisor that are well in excess of market best practices.and Accounting Considerationsourits "covered employees," which generally include its chief executive officer, or any of our other namedchief financial officer, its next three most highly compensated executive officers, with the exception of our chief financial officer. Certain performance-based compensation exceptions are available; however, our companyand any individual who is (or was) a "covered employee" for any taxable year beginning after December 31, 2016.operating partnershipAshford Hospitality Trust OP level. The IRS has previously issued a private letter ruling holding that Section 162(m) does not's deduction limitation may apply to our distributive share of Ashford Hospitality Trust OP's deduction for compensation paid to employeescovered employees. The deductibility of compensation is only one of a REIT's operating partnership. Consistent withmultitude of factors that ruling, we have taken a position thatconsider in establishing compensation, expense paid and incurred at the operating partnership level is not subject to the Section 162(m) limit. As such, the compensation committee does notwe and our Compensation Committee believe that it is necessaryimportant to meetretain flexibility to award compensation to our employees that appropriately incentivizes their retention, encourages performance, and aligns with our stockholders' interests, even if the requirementsdeductibility of the performance-basedthat compensation exception to Section 162(m). As private letter rulings are applicable only for the taxpayer who obtains the ruling, and we have not obtained a private letter ruling addressing this issue, there can be no assurance that the IRS will not challenge our position thatis limited (whether under Section 162(m) does not apply to compensation paid at the operating partnership level. We also consider the accounting impact of all compensation paid to our executives, and equity awards are given special consideration pursuant to FASB ASC Topic 718. Adjustment or Recovery of Awards Under the company's clawback policy that was adopted in 2012, if the company is required to prepare an accounting restatement due to the material noncompliance of the company with any financial reporting requirements, then the compensation committee, or, in the discretion of the board of directors, any other committee or body of the board of directors consisting only of independent directors, may require any Section 16 reporting officer, as well as any other officer holding the title of senior vice president or a more senior title whose job description includes the function of accounting or financial reporting (each, a "covered officer"), during the three-year period preceding the publication of the restated financial statement to reimburse the company for any annual cash bonus and long-term equity incentive compensation earned during the prior three-year period in such amounts that the independent director committee determines to be in excess of the amount that such covered officer would have received had such compensation been calculated based on the financial results reported in the restated financial statement. The independent director committee may take into account any factors it deems reasonable, necessary and in the best interests of the company to remedy the misconduct and prevent its recurrence. In determining whether to seek recoupment of any previously paid excess compensation and how much to recoup from each covered officer, the independent director committee must consider the accountability of the applicable covered officer, any conclusion by the Independent Director Committee whether a covered officer engaged in wrongdoing, committed grossly negligent acts, omissions or engaged in willful misconduct, as well as any failure of the covered officer to report another person's grossly negligent acts, omissions or willful misconduct. In addition, if a covered officer engaged in intentional misconduct or violation of company policy that contributed to the award or payment of any annual cash bonus or long term equity incentive compensation to him or her that is greater than would have been paid or awarded in the absence of the misconduct or violation, theindependent director committee may take other remedial and recovery action permitted by applicable law, as determined by such committee. Under the Dodd-Frank Act, there may be additional recoupment obligations required by the company. When final guidance is available as to these requirements, the company intends to modify its recoupment policies accordingly. Pursuant to our Code of Ethics and Corporate Governance Guidelines, we maintain a policy that prohibits our directors and executive officers from holding company securities in a margin account or pledging company securities as collateral for a loan. "Cashless exercises" of options are required to receive prior approval of our general counsel. Our policy also prohibits our directors and executive officers from engaging in speculation with respect to company securities, and specifically prohibits our executives from engaging in any short-term, speculative securities transactions involving company securities, including in-and-out trading, engaging in short sales or "sales against the box," buying or selling put or call options, and engaging in hedging transactions. The compensation committee has overall responsibility for overseeing the risks relating to our compensation policies and practices. The committee uses its independent compensation consultant, Gressle & McGinley, to independently consider and analyze the extent, if any, to which our compensation policies and practices might create risks for the company, as well as policies and practices that could mitigate any risks. After conducting this review in early 2016, the committee has determined that none of our compensation policies and practices create any risks that are reasonably likely to have a material adverse effect on our company. The compensation committee has reviewed and discussed the compensation discussion and analysis disclosure with Ashford's management, and based on this review and discussion, the compensation committee has recommended to the board of directors that the compensation discussion and analysis be included in this proxy statement.COMPENSATION COMMITTEEBenjamin J. Ansell, M.D., ChairmanThomas E. CallahanKamal Jafarnia
Summary Compensation TableChairman of the company's board of directors as well as the company's Chief Executive Officer, Chief Financial Officer and the company's three other most highly compensatedCompany's named executive officers in fiscal years 2015, 2014 and 2013 for services rendered in all capacities. Year Salary(1) Bonus(1) Equity Based
Awards(2) Total 2015 $ — $ — $ 4,500,000 $ 4,500,000 2014 800,000 1,600,000 3,981,934 6,381,934 2013 800,000 1,600,000 1,756,500 4,156,500
2015
—
—
750,000
750,000 2014 282,205 203,000 351,925 834,913
2015
—
—
2,700,000
2,700,000 2014 625,000 937,500 2,199,996 3,762,496 2013 625,000 937,500 2,927,500 4,490,000
2015
—
—
2,000,000
2,000,000 2014 475,000 593,750 1,791,874 2,860,624 2013 475,000 593,750 2,576,200 3,644,950
2015
—
—
1,500,000
1,500,000 2014 425,000 382,500 617,400 1,424,900 2013 425,000 297,500 1,756,500 2,479,000
officers.Name and Principal Position Year 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 2023 $ — $ 164,204 $ 696,765 $ 860,968 Executive Vice President, General Counsel and Secretary 2022 $ — $ 193,796 $ 106,404 $ 300,200 Effective with our spin-off of Ashford Inc. in November 2014, we no longeror employees.including our named executive officers. However, we do grant our executives and the executives and employees of our advisor equityand its subsidiaries equity-based (and, starting in 2022, certain cash-based) incentive compensation awards, if and to the extent determined appropriate by our Compensation Committee. No allocation of the total compensation committee.LTIP unit, PSU and performanceawards, LTIP unit awards, PSUs, and Performance LTIPs made in the fiscal year indicated (with respect to prior year performance), computed in accordance with FASB ASC Topic 718 without regard to the effects of forfeiture. Assumptions used in the calculation of these amounts are described in Note 12Notes 2, 13, and 15 to the company's auditedour consolidated financial statements for the fiscal year end December 31, 2015, included in the company'sour Annual Report on Form 10-K for the year ended December 31, 2023. With respect to the PSUs and Performance LTIPs, the amount reflected in the Summary Compensation Table assumes that the required performance goals will be achieved at target levels. The following table provides the grant date fair values of the Performance LTIPs and the PSUs, issued to the named executive officers in 2023, assuming maximum performance is achieved.Name At Maximum J. Robison Hays, III $ 1,076,441 Deric S. Eubanks $ 541,881 Alex Rose $ 410,509 filed withvested upon grant.SECCompany's 1:10 reverse stock split completed on February 29, 2016. These grants are subject to vesting over a periodJuly 16, 2021.Name Number of Service-Based Equity Awards That Had Not Vested at December 31, 2023 Number of Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2023 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 time generally commencingunvested service-based and performance-based awards is based on the date of their issuance.(3)Mr. Eubanks was appointed Chief Financial Officer and Treasurer effective June 14, 2014. Grant Date All Other Equity
Awards: Number of
Shares of
Stock or LTIPs(1) Grant Date Fair
Value of Equity
Awards(2) March 20, 2015 478,969 $ 4,500,000 March 20, 2015 265,748 2,700,000 March 20, 2015 196,850 2,000,000 March 20, 2015 73,819 750,000 March 20, 2015 159,656 1,500,000 (1)Represents LTIP units or restricted common stock, at the election of the recipient, that vest in three substantially equal installments on the first three anniversaries following the date of grant.(2)Computed in accordance with FASB ASC Topic 718, excluding the effect of forfeitures.(3)Elected to receive LTIP unit awards that, upon vesting, are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into sharesclosing share price of our common stock based on a conversion ratio described in the partnership agreementNYSE on December 29, 2023 of our operating partnership which, on March 31, 2016, was 0.9543923553$1.94.of our common stock per common unit.OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Number of Equity Awards
That Had Not Vested at
December 31, 2015 Market Value of Equity
Awards That Had Not Vested
at December 31, 2015 50,000 (2) $ 315,500 240,891 (3) 1,520,022 478,969 (5) 3,022,294 $ 4,857,817 10,000 (2) $ 63,100 21,156 (3) 133,494 73,819 (5) 465,798 $ 662,392 83,334 (2) $ 525,838 132,490 (3) 836,012 265,748 (5) 1,676,870 $ 3,038,719 73,334 (2) $ 462,738 108,401 (3) 684,010 196,850 (5) 1,242,124 $ 2,388,871 10,000 (1) $ 63,100 50,000 (2) 315,500 40,000 (4) 252,400 159,656 (5) 1,007,429 $ 1,638,429 (1)These equity awardsor LTIPs were granted on March 24, 2011, with equal annual vesting beginning on January 1, 2014. Of these awards, one-third vested on January 1, 2014; one-third vested on January 1, 2015; and the remaining one-third vested on January 1, 2016.(2)These equity awards were granted on March 4, 2013May 12, 2021, with an initial vesting term of three years. One-third of thesethe awards initially granted vested on March 4, 2014;15, 2022; one-third vested on March 4, 2015;15, 2023; and the remaining one-third vested on March 4, 2016.equityPSU awards were granted on February 27, 2014, with an initial vesting term of three years. One-third of these awards vested on February 27, 2015; one-third vested on February 27, 2016; and the remaining one-third will vest on each February 27, 2017.(4)These equity awards were granted on April 23, 2014 with an initial vesting term of three years. One-third of these awards vested on April 23, 2015; one third of these awards vested on April 23, 2016; and the remaining one-third will vest one-third on April 23, 2017.(5)These equity awardsor Performance LTIPs were granted on March 20, 2015 with an initial15, 2022 and assuming continued service and achievement of the specified performance-based vesting term of three years. One-third of thesecriteria, the awards vested March 20, 2016; one-third will vest on December 31, 2024. Amount reflects the threshold payout level, which is 37.5% of the target level; however, the actual number of PSUs or Performance LTIPs that will vest could range from 0% to 250% of the target number20, 2017;3, 2023, and assuming continued service and achievement of the remaining one-thirdspecified performance-based vesting criteria, the awards will vest on March 20, 2018.December 31, 2025. Amount reflects the threshold payout level, which is 37.5% of the target level; however, the actual number of PSUs or Performance LTIPs that will vest could range from 0% to 250% of the target number.TableContentsEQUITY AWARDS VESTED DURING 2015 Stock Awards:
Number of Equity
Awards(1) Acquired on
Vesting Value Realized on
Vesting 437,112 $ 4,432,826 48,327 483,811 319,994 3,258,657 289,618 2,940,786 125,000 1,172,650
Employment or Change of Control(1)Includes LTIP units that vested during 2015. All LTIP units that vested during 2015 have reached economic parity.POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL In connection with the spin-off of Ashford Inc. in November 2014, each executive entered intoWe are not a newparty to any employment agreementagreements with our advisor.executive officers. As a result, all payments we do not have any obligationwould need to make any payments to the chairman of our board or any named executive officer upon termination of employment or following a change of control other thanare pursuant to awards granted under our incentive compensation plan and the award agreements issued thereunder (which, for our executive officers, incorporate by reference certain acceleration of outstandingvesting provisions contained in the employment agreements that each executive officer has entered into with our advisor).as reflected in the Outstanding Equity Awards at Fiscal Year-end table above. Our equity incentive plan(other than performance awards) and award agreements provide that stock options, restricted stock and LTIP unitsour deferred cash awards will fully vest upon (i) the death or disability of the named executive officer; (ii) the termination or removal of the named executive officer byas an employee or consultant of the companyCompany or an affiliate without "cause" (as defined therein) or by the named executive officer for "good reason" (as defined therein), (ii); or (iii) the termination removalwithout "cause" or resignation for any reason of the named executive officer for any reasonas an employee or consultant of the Company or an affiliate within one year from the effective date of a change inof control of the company, or (iii) the death or disability of the named executive officer. Company.award agreements for the PSUs and Performance LTIPs granted to the named executive officers in 2016 providewill be eligible for accelerated vesting upon (i) the termination or removal of the named executive officer as an employee of the Company by the companyCompany without cause"cause" (including a termination of the advisory agreement with our advisor) or by the named executive officer for good"good reason, or" (ii) the death or disability of the named executive officer. "Cause"anya named executive officer, the same definition as in any employment agreement that such named executive officer has with the company,Company, Ashford Inc., or any of their respective affiliates. If suchIn the employment agreements that our named executive officer is notofficers have with our advisor, "cause" generally means, in some cases subject to cure rights, the named executive officer's:partyplea of guilty or nolo contendere to, a felony (exclusive of a conviction, plea of guilty, or plea of nolo contendere arising under a statutory provision imposing criminal liability on a per se basis due to any offices held by the named executive officer pursuant to the employment agreement, so long as any act or omission of the named executive officer with respect to such anmatter was not taken or omitted in contravention of any applicable policy or directive of our advisor's board of directors);agreement, generally, (i)or to follow the lawful directives of our advisor;commissionmisconduct in the performance of a crime or act that results in substantial economic damage to, or substantial injury to the business reputation of, the company, or an affiliate; (ii) theduties;fraud dishonesty resulting in material economic or financial injury to our advisor or any entity that it advises, or willful commission of fraud;performancecase of such participant's dutiesMr. Eubanks, certain other acts or omissions, including without limitation a failure to cooperate with certainbehalfour advisorcompany or an affiliate; or (iii) the continuing willful failure of a participant to perform his or her duties (other than for incapacity due to physical or mental illness) after written notice by the compensation committee and a reasonable opportunity for such participant to be heard and cure such failure. A "change of control" of the companyCompany is deemed to have occurred when:companyCompany or any of its subsidiaries, (B) any employee benefitbenefit plan of the companyCompany or any of its subsidiaries, (C) RemingtonAshford Inc. or an affiliate,affiliate, (D) a company owned, directly or indirectly, by stockholders of the companyCompany in substantially the same proportions as their ownership of the company,Company, or (E) an underwriter temporarily holding securities pursuant to an offeringoffering of such securities, becomes the beneficialbeneficial owner, directly or indirectly, of securities of the companyCompany representing 30% or more of the shares of voting stock of the companyCompany then outstanding; provided, however, that an initial public offering of common stock will not constitute a change of control;companyCompany or one of its subsidiaries with or into any other company, other than a merger, reorganization, business combination, or consolidation which would result in the holders of the voting securities of the companyCompany outstanding immediately prior thereto holding securities which represent immediately after such merger, reorganization, business combination, or consolidation more than 50% of the combined voting power of the voting securities of the companyCompany or the surviving company or the parent of such surviving company;companyCompany of all or substantially all of the company'sCompany's assets, other than a sale or disposition if the holders of the voting securities of the companyCompany outstanding immediately prior thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquiror, orcompanyCompany approve a plan of complete liquidation or dissolution of the company;Company; oras of the effective date of the Ashford Hospitality Trust, Inc. 2011 Stock Incentive Plan, constitutedconstitute our board of directorsBoard cease for any reason to constitute at least a majority of our board of directors;Board; provided, however, that any individual becoming a director subsequent to the effective date whose election by our board of directorsBoard was approved by a vote of at least a majority of the directors then comprising the boardBoard is considered as though such individual were a member of the initial board,Board, but excluding, for this purpose, any such individual whose initial assumption of officeoffice occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than our board of directors. "Good reason"Board.company. If suchCompany, Ashford Inc., or any of their respective affiliates. In the employment agreements that our named executive officer is not a party to such an employment agreement,officers have with our advisor, "good reason" means termination of employment or service under any of the following circumstances, if the company fails to cure such circumstances within 30 days after receipt of written notice from the participant setting forth a description of such good reason: (a) the removal from or failure to re-elect the named executive officer to the office or position in which he or she last served; (b) generally means:officerofficer of any duties, responsibilities, or reporting requirements materially(or, in the case of Mr. Hays, any title or directives) inconsistent with his or her position, with the company or any material diminishment on a cumulative basis, of the named executive officer's overallofficer's duties, responsibilities, or status; (c) status; material reduction by the companyour advisor in the named executive officer's fees, compensation,base salary or benefits; or (d) target bonus; by the company that the principal place of business at which the participantnamed executive officer performs his or her duties be changed to a location more than 50 miles from downtownoutside the greater Dallas Texas.metropolitan area; orTable(iv)any material breach by the advisor of ContentsValue of Initial Fixed $100Investment Based on Net Income (Loss) Attributable to Common Stockholders in thousands) Year Total Stockholder Return (a) (b) (d) (f) (g) (h) (i) 2023 $ 2,413,054 $ 1,404,138 $ 1,060,440 $ 665,107 $ 0.70 $ (193,693) 2022 $ 1,319,893 $ 476,646 $ 492,326 $ 302,819 $ 1.60 $ (153,204) 2021 $ 3,763,996 $ 1,202,262 $ 1,268,831 $ 410,127 $ 3.44 $ (267,864) PEO Non-PEO NEOs 2023 2023 Summary Compensation Table Total $ 2,413,054 $ 1,060,440 SCT Reversal $ (430,576) $ (190,478) New awards outstanding $ 130,466 $ 57,715 Change in value of prior-year awards $ (640,838) $ (249,130) New awards vested during the year $ — $ — Vested prior-year awards $ (43,812) $ (6,884) Forfeitures $ (24,155) $ (6,556) Dividends $ — $ — Compensation Actually Paid $ 1,404,138 $ 665,107 
committeeand non-audit services provided to us by our independent registered public accounting firm. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. The Audit Committee has delegated pre-approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee approved all fees paid to BDO USA, P.C. since their appointment with no reliance placed on the de minimis exception established by the SEC for approving such services.board of directorsBoard and is composed of three independent directors, each of whom has been determined by our board of directorsBoard to be independent in accordance with the rules of the NYSE.audit committee'sAudit Committee's report in its role as the overseer of the integrity of our financial statements, the financial reporting process, our independent auditor's performance, including their qualification and independence, and our compliance with legal and regulatory requirements. In carrying out its oversight responsibilities, our audit committeeAudit Committee is not providing any expert or special assurance as to our financial statements or any professional certification as to the outside auditor's work. This report shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act or incorporated by reference in any document so filed.audit committeeAudit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The audit committeeAudit Committee meetings include, whenever appropriate, executive sessions with the independent auditors and with Ashford'sthe Company's internal auditors, in each case without the presence of management.audit committeeAudit Committee has reviewed and discussed the consolidated financial statements of the Company as of and for the year ended December 31, 2023 with management of the Company and BDO USA, LLP, Ashford'sP.C., the Company's independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of Ashford'sthe Company's consolidated financial statements;statements; accounting and financial reporting principles;principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e));; establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f));; evaluating the effectiveness of the Company's disclosure controls and procedures;procedures; evaluating the effectiveness of the Company's internal control over financial reporting;reporting; and evaluating any change in internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. BDO USA, LLPP.C. is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Duringcourseinvolvement of our Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the year, management completed the documentation, testing and evaluation of Ashford'sCompany's system of internal control over financial reporting as of December 31, 2023 in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The audit committee was kept apprisedUpon completion of the progress of thethat evaluation, and provided oversight and advice to management during the process. In connection with this oversight, the audit committee received periodic updates provided by management and Ernst & Young, LLP, until their resignation effective upon the filing of our third quarter 10-Q in October 2015, and BDO USA, LLP, from and after their appointment as our lead auditor, at each regularly scheduled audit committee meeting. At the conclusion of the process, management provided the audit committeeAudit Committee with, and the audit committeeAudit Committee reviewed, a written report on the effectiveness of Ashford'sour internal control over financial reporting.reporting provided by management. The audit committeeAudit Committee also reviewed the report of management contained in Ashford's annual reportthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20152022 filed with the SEC, as well as BDO USA, LLP'sP.C.'s Report of Independent Registered Public Accounting Firm included in Ashford's annual reportthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20152022 related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The audit committeeAudit Committee continues to oversee Ashford'sour efforts related to its internal control over financial reporting and management's preparation for the evaluation in fiscal year 2015.2023.audit committeeAudit Committee has discussed with BDO USA, LLPP.C. the matters required to be discussed with the independent auditors pursuant to Statement onPublic Company Accounting Oversight Board Auditing StandardsStandard No. 61, as amended1301 (Communication with the Audit Committees), including the quality of Ashford'sour accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The audit committeeAudit Committee has received the written disclosures and letter from BDO USA, LLPP.C. to the audit committeeAudit Committee required by the applicable requirements of the Public Company Accounting Oversight Board regarding BDO USA, LLP'sP.C.'s communications with the audit committeeAudit Committee concerning independence, and has discussed with BDO USA, LLPP.C. its independence.audit committeeAudit Committee members recommended to the board of directorsBoard that the boardBoard approve the inclusion of Ashford'sour audited financial statements in Ashford'sour Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2023, for filing with the Securities and Exchange Commission.AUDIT COMMITTEE AUDIT COMMITTEESheri L. Pantermuehl, ChairFrederick J. Kleisner Thomas E. Callahan, ChairmanAmish GuptaPhilip S. PayneAlan L. Tallis TableContents
the annual consolidated financial statements of the Company and our subsidiaries. Services also included the review of unaudited quarterly consolidated financial information in accordance with PCAOB standards, review and consultation regarding filings with the SEC and the Internal Revenue Service, and consultation on financial and tax accounting and reporting matters. During the years ended December 31, 2023 and 2022, aggregate fees incurred related to our principal accountants, BDO USA, P.C. consisted of the following:Year Ended December 31, Year Ended December 31, 2023 2022 Audit Fees $ 1,608,500 $ 1,360,400 Audit-Related Fees $ — $ — Tax Fees $ — $ — All Other Fees $ — $ — Total $ 1,608,500 $ 1,360,400 For purposesthis proxy statement a "beneficial owner" means anyMarch 14, 2024 regarding the ownership of our equity securities by (i) each person known to us who beneficially owns, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power which includes the power to vote, or to direct the voting of, any classmore than five percent of our outstanding shares of voting securities; and/or investment power which includes the power to dispose, or to direct the disposition of, any class of our voting securities. Security Ownership of Management Listed in the following table and the notes thereto is certain information with respect to the beneficial ownership of our common stock as of April 14, 2016, by (i) each of our directors (ii) each ofand our named executive officers and (iii) all of our directors and executive officers as a group. Voting powerIn accordance with SEC rules, each listed person's beneficial ownership includes: (i) all shares the person owns beneficially; (ii) all shares over which the person has or shares voting or dispositive control; and (iii) all shares the person has the right to acquire within 60 days. Unless otherwise indicated, each person or entity named below has sole voting and investment power with respect to all shares of our voting stock shown to be beneficially owned by such person or entity. As of March 14, 2024, we had an aggregate of 39,708,792 shares of voting stock outstanding, consisting of 39,708,792 shares of our common stock. Except as indicated in common stock are exercisable solely by the named person. Although Mr. Archie Bennettfootnotes to the table below, the address of each person listed below is no longer a director orthe address of our principal executive officer, we continue to include him in this table becauseoffice, 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.his chairman emeritus statusManagement and his relationship to Mr. Monty Bennett. Number of
Shares
Beneficially
Owned(1) Percent of
Class(2) 6,693,615 (3) 6.6 % 5,189,942 5.4 % 185,918 * 80,084 * 18,179 * 26,240 * 67,259 * 268,186 * 2,137,968 2.2 % 348,515 * 1,696,568 1.8 % 358,574 * 18,434,950 16.9 %
DirectorsName of Beneficial Owner Monty J. Bennett 145,050 (3) * Benjamin J. Ansell, M.D. 75,829 * Amish Gupta 24,795 * Kamal Jafarnia 23,987 * David W. Johnson — * Frederick J. Kleisner 23,462 * Sheri L. Pantermuehl 23,653 * Davinder "Sonny" Sra 20,133 * Alan L. Tallis 28,552 * Deric S. Eubanks 36,055 * J. Robison Hays, III 118,912 * Alex Rose — * All directors, nominees and executive officers as a group (13 persons) 522,048 1.3% AprilMarch 14, 2016,2024, which was approximately 0.9502 sharesone share of our common stock per common unit, and includes all restricted stock grants made since our initial public offering through AprilMarch 14, 2016.2024. All such stock grants typically vest over a period of time generally commencing on the date of their issuance. The number includes LTIP units in our operating partnership that have achieved economic parity with the common units as of the record dateMarch 14, 2024 but excludes any LTIP units (including performancePerformance LTIPs) issued subsequent to the record dateMarch 14, 2024 or that have not yet achieved economic parity or PSUs, LTIP units or LTIPs or performancePerformance LTIPs that have not yet vested. All LTIP units that have achieved economic parity with the common units are, subject to certain time-based and/or performance-based vesting requirements, convertible into common units, which are redeemablemay be redeemed for either cash or, at our option, convertible into sharessole discretion, up to one share of our common stock.the AprilMarch 14, 2016 record date,2024, there were outstanding and entitled to vote 95,686,99239,708,792 shares of common stock. The total number of shares outstanding used in calculating the percentage for each person assumes that operating partnership common units held by such person and LTIP units held by such person that have achieved economic parity with the common units are redeemed for common stock, using the conversion ratio effective as of the record date, but none of the operating partnership units held by other persons are redeemed for common stock.1,025,0009,431 common units held directly by Ashford Financial Corporation, 50% of which is owned by Mr. Monty J. Bennett. Mr. Monty J. Bennett disclaims beneficial ownership in excess of his pecuniary interest in such common units. Listed in theandsets forth information as of March 14, 2024 regarding the notes thereto is certain information with respect to the beneficial ownership of our common stock as of April 14, 2016equity securities by the persons known to Ashford Trust to be the beneficial owners of five percent or more of our common stock (our only voting securities), by virtue of the filing of a Schedule 13D or Schedule 13G with the Securities and Exchange Commission.SEC. To our knowledge, other than as set forth in the table below, there are no persons owning more than five percent of any class of Ashford'sAshford Trust's common stock. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power. Name of Stockholder Number of
Shares
Beneficially
Owned Percent of
Class(1) The Vanguard Group, Inc. 14,873,483 (2) 15.5 % Monty J. Bennett 6,693,615 (3) 6.6 % Archie Bennett, Jr. 5,189,942 (3) 5.4 % Blackrock, Inc. 6,561,830 (4) 6.0 % Title of Securities Name of Stockholder Number of Shares Beneficially Owned Common Stock Värde Partners, L.P. 7.2% Common Stock CastleKnight Master Fund LP 6.6% Common Stock The Vanguard Group 5.41% Common Stock Brookfield Asset Management Inc. 5.3% Common Stock Charles Schwab Investment Management, Inc. 5.18% AprilMarch 14, 2016,2024, there were outstanding and entitled to vote 95,686,99239,708,792 shares of common stock.Inc. ("Vanguard Group") in an amendment toa Schedule 13G filedfiled with the Securities and Exchange CommissionSEC on February 10, 2016.13, 2024. Per itssuch Schedule 13G, The Vanguard Group has sole votingdispositive power over 236,326 of such shares, shared voting power over 84,570 of such shares, sole power to dispose of 14,680,095 of such1,855,437 shares and shared dispositive power to dispose of 193,38813,244 shares. The principal business address of such shares. Includes 6,872,646 shares of common stock held byThe Vanguard Specialized Funds-Vanguard REIT Index Fund ("Group is 100 Vanguard Fund")Blvd., basedMalvern, PA 19355.the Vanguard FundBrookfield Asset Management Inc. in an amendment toa Schedule 13G filedfiled with the Securities and Exchange CommissionSEC on February 9, 2016.14, 2022. Per itssuch Schedule 13G, the Vanguard FundBrookfield Asset Management Inc. has sole voting power over all of such shares and does not have sole or shared dispositive power over anyof all of such shares. The principal business address of Vanguard GroupBrookfield Asset Management Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.(3)The total number of shares of the company's common stock outstanding used in calculating the percentage assumes that operating partnership units held by this person, including LTIP units that have achieved economic parity with our common stock, are converted into common stock but none of the operating units held by other people is converted into common stock. Each of Mr. Archie Bennett, Jr. and Mr. Monty Bennett owns a portion of their shares indirectly.
San Francisco, CA 94105.(4)Blackrock,Charles Schwab Investment Management, Inc. in an amendment toa Schedule 13G filedfiled with the Securities and Exchange CommissionSEC on January 25, 2016.February 9, 2024. Per itssuch Schedule 13G, Blackrock,Charles Schwab Investment Management, Inc. has sole voting power of 6,561,830over all of such shares and sole dispositive power overof all of such shares. The principal business address of Blackrock,Charles Schwab Investment Management, Inc. is 40 East 52nd211 Main Street, New York, New York 10055.Beneficial Ownership Reporting Compliance To our knowledge, basedReportscopies of Forms 3, 4 and 5reports furnished to us andthe Company, or written representations from reporting persons that no other reportsall reportable transactions were required,reported, the Company believes that during the fiscal year ended December 31, 2015, other than as disclosed herein, all of our2023 the Company's officers, directors executive officers and beneficial owners of moregreater than ten percent of our common stockowners timely filed all reports they were in compliance with therequired to file under Section 16(a) filing requirements. Messrs. Bennett, Welter and Hays may be deemed to have failed to timely file a required Form 4 inasmuch as certain Form 4s that were originally filed on behalf of such individuals incorrectly reported the target number of performance LTIPs subject to performance-based vesting that were awarded rather than the maximum amount granted and subject to forfeiture..spinoffspin-off of our asset management and advisory business from our hospitality investment business. We continue to own approximately 29.8% ofbusiness into Ashford Inc. In connection with thisthat spin-off, we entered into an advisory agreement with Ashford Inc., pursuant to which Ashford Inc. (through its operating company, Ashford LLC) serves as our advisor and is responsible for implementing our investment strategies and decisions and managing our day-to-day operations, in each case subject to the supervision and oversight of our board of directors.Board. Ashford Inc. may also perform similar services for new or existing platforms created by us, Ashford Inc. or Braemar. In addition, we have entered into other agreements with Ashford Prime.Ashford Inc.the Advisor has an initial 10-year term.ten-year term, which expires on January 14, 2031 and is subject to an extension by the Advisor for up to seven successive additional ten-year renewal terms thereafter. The advisory agreement is automatically renewed for successive five-year terms after its expiration unless terminated either by us or Ashford Inc. Ashford Inc.Advisor is entitled to receive from us, on a monthly basis, an annual base fee, calculated asin an amount equal to 1/12th of (i) 0.70% or less of our total market capitalization plus (ii) a net asset fee adjustment (as described below), subject to a minimum quarterlymonthly fee. Ashford Inc.The net asset fee adjustment is an amount equal to (i) the product of the Sold Non-ERFP Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of real property (other than any hotel assets purchased pursuant to the enhanced return funding program described below) sold or disposed of after the date of the ERFP Agreement, commencing with and including the first such sale) and 0.70% plus (ii) the product of the Sold ERFP Asset Amount (as more particularly defined in the advisory agreement, but generally equal to the net sales prices of hotel assets purchased pursuant to the enhanced return funding program described below and then sold or disposed of by us after the date of the ERFP Agreement, commencing with and including the first such sale) and 1.07%. As a result of these provisions, in the event that we dispose of hotel properties in the future, we will continue to pay advisory fees to the Advisor in respect of hotel properties that we have sold. The Advisor may also be entitled to receive an incentive fee from us based on our out-performance,performance, as measured by our total annual stockholder return compared to our peers.a defined peer group. For the yearyears ended December 31, 2015,2023 and 2022, we paid Ashford Inc.the Advisor a base fee of approximately $33.8 million.Ashford Inc.the Advisor is entitled to receive directly or to be reimbursed, on a monthly basis, for all expenses paid or incurred by Ashford Inc.the Advisor or its affiliates on our behalf or in connection with the services provided by Ashford Inc.the Advisor pursuant to the advisory agreement, which includes our pro rata share of Ashford Inc.'s office overhead and administrative expenses incurred in providing its duties under the advisory agreement. For the yearyears ended December 31, 2015,2023 and 2022, we reimbursed Ashford Inc.the Advisor for expenses paid or incurred on our behalf totaling approximately $6.5 million. Ashford Inc. agreed, in our advisory agreement, to make future key investments to facilitate the acquisition of properties by us under certain conditions, becoming the asset manager for the acquired property$12.5 million and receiving related asset management and other fees, as applicable. In connection with our June 2015 acquisition of the Le Pavillon Hotel in New Orleans, Louisiana and Ashford Inc.'s engagement to provide hotel advisory services to us, Ashford Inc. will be providing approximately $4.0$9.9 million, of key money consideration to purchase and lease back to us certain furniture, fixtures and equipment at the Le Pavillon Hotel.board of directorsBoard has the authority to make annual equity awards to Ashford Inc.the Advisor or directly to its employees, officers, consultants and non-employeenon-executive directors, based on our achievement of certain financial and other hurdles established by the our board of directors.Board. For the yearyears ended December 31, 2015,2023 and 2022, we paidincurred equity-based compensation expense of $3.3 million and $5.2 million, respectively, related to grants of equity awards to employees and officers of Ashford Inc.,the Advisor, some of whom were also our executive officers, totaling approximately $2.7 million. If Ashford Inc. is requested to perform services outside the scope of the advisory agreement, we are obligated to separately pay for such additional services. No such fees for additional services were paid in 2015. Ashford Inc.officers.agreement. Our Relationshipagreement, and Agreementsupon certain events that would if consummated result in a change of control of us, to escrow funds that belong to us to secure our obligation to pay the termination fee. In the event the termination fee is payable under our advisory agreement, we will be required to pay the Advisor or its subsidiaries a termination fee equal to: (a) 1.1 multiplied by the greater of (i) 12 times the net earnings of the Advisor for the 12-month period preceding the termination date of the advisory agreement; (ii) the earnings multiple (calculated as the Advisor's total enterprise value on the trading day immediately preceding the day the termination notice is given to the Advisor divided by the Advisor's most recently reported adjusted EBITDA) for the Advisor's common stock for the 12-month period preceding the termination date of the advisory agreement multiplied by the net earnings of the Advisor for the 12-month period preceding the termination date of the advisory agreement; or (iii) the simple average of the earnings multiples for each of the three fiscal years preceding the termination of the advisory agreement (calculated as the Advisor's total enterprise value on the last trading day of each of the three preceding fiscal years divided by, in each case, Advisor's adjusted EBITDA for the same periods), multipliedRemington Our operating partnershipour advisory agreement, the Advisor, or entities in which the Advisor has an interest, have a right to provide products or services to our hotels at market rates, provided such transactions are evaluated and approved by our independent directors. We believe that this arrangement gives us a competitive advantage, as our advisor's relationships with such product and service providers often results in preferred pricing, premium service, and other benefits for our hotels. We also anticipate that this arrangement will facilitate better long-term quality control and accountability.which Remington operatesthe terms of the Amended and managesRestated Limited Partnership Agreement of the Stirling Operating Partnership and any Class I units converted to shares of Stirling’s Class I common stock may be repurchased by Stirling pursuant to the terms and conditions of its share repurchase plan. In addition, the Contributor has agreed not to withdraw as a significant numberparticipant in the distribution reinvestment plan of our hotels. Remingtonthe Stirling Operating Partnership, and thereby will automatically reinvest any distributions paid on its Class I units into additional Class I units, through at least December 31, 2024.an affiliateprohibited from selling, transferring or otherwise disposing any portion of Remington Holdings, LP ("Remington Holdings")the real and is beneficially owned 100% by our Chairmanpersonal property in the Initial Portfolio, subject to certain exceptions and Chief Executive Officer, Mr. Monty Bennett,limitations, for a period of three years following the Closing.his father. The fees duethe Stirling Operating Partnership agree to Remington underindemnify one another for any breaches of its representations, warranties, covenants and agreements along with any claims relating to the management agreement include management fees, project and purchase management fees and other fees, and Mr. Monty Bennett will benefit from the payment by usInitial Portfolio that occur during a party’s ownership of such feesportfolio. The Contribution Agreement also contains a provision requiring the Stirling Operating Partnership to Remington.indemnify the Contributor for any third-party claims relating to, arising out of, or in connection with the existing debt documents related to the Initial Portfolio, including any guarantees or environmental-related indemnities therein. In connection with the foregoing, the indemnification obligations of each party are subject to customary limitations and exceptions.TableStirling Advisor is paid an annual management fee (payable monthly in arrears) of Contentsactual amount1.25% of management fees for the properties managed by Remington for the twelve months ended December 31, 2015 were approximately $29.0 million. The actual amount of project and purchase management fees for the same period were approximately $14.3 million. In addition, Remington also managed 21 of the 28 hotels heldaggregate NAV represented by the PIM Highland JV in return forClass T, Class S, Class D and Class I shares of Stirling Inc. Additionally, to the extent the Stirling Operating Partnership issues Class T, Class S, Class D or Class I operating partnership units to parties other than Stirling Inc., the Stirling Operating Partnership will pay Stirling Advisor a base management fee of 3% of gross revenues and an incentive management fee equal to 1.25% of the lesseraggregate NAV of 1%the Stirling Operating Partnership attributable to such Class T, Class S, Class D and Class I operating partnership units not held by Stirling Inc. per annum payable monthly in arrears. No management fee will be paid with respect to Class E shares of gross revenuesStirling Inc. or Class E units of the amountStirling Operating Partnership. The management fee is allocated on a class-specific basis and borne by all holders of the applicable class. The management fee will be paid, at Stirling Advisor’s election, in cash, Class E shares of Stirling Inc. or Class E units of Stirling OP. If Stirling Advisor elects to receive any portion of its management fee in Class E shares or Class E units of the Stirling Operating Partnership, Stirling Inc. may be obligated to repurchase such Class E shares of Stirling Inc. or Class E units of the Stirling Operating Partnership from Stirling Advisor at a later date. Such repurchases will be outside Stirling Inc.’s share repurchase plan and thus will not be subject to the repurchase limits of the share repurchase plan or any early repurchase deduction. For the year ended December 31, 2023, the Stirling Operating Partnership paid the Stirling Advisor a base fee of approximately $67,000.actual house profit exceeds house profit set forthis subsequently leased to us rent-free. In connection with our acquisition of the Embassy Suites New York Midtown Manhattan on January 23, 2019, Ashford LLC became obligated to provide us with approximately $19.5 million in exchange for FF&E at our properties. As of March 13, 2020 we had received $8.1 million of cash with respect to certain acquisitions in exchange for FF&E that was subsequently leased back to us rent-free under the annual operating budget, asERFP Agreement. Pursuant to an Extension Agreement, dated March 13, 2020, the original obligation to provide the remaining $11.4 million in funding by January 22, 2021 was extended to December 31, 2022. On November 25, 2020, the independent members of our Board granted Ashford Inc., in its sole and absolute discretion, the right to set-off against the Embassy Suites New York Manhattan Times Square remaining ERFP balance, the fees pursuant to our advisory agreement and the Lismore Agreement (as defined below) that have been or may be deferred by Ashford Inc.terms arehotel constituted an Enhanced Return Hotel Asset (as defined in the managementERFP Agreement). On December 16, 2022, the Company entered into a Side Letter with Ashford TRS and our Advisor, pursuant to which the parties agreed that our Advisor would transfer to the Company all right, title and interest held by our Advisor and its subsidiaries in the Hilton Marietta and, in exchange therefor, the Company would forgive, cancel and discharge in full the outstanding ES Manhattan ERFP Balance. On December 16, 2022, our operating partnership entered into an Agreement of Purchase and Sale with Ashford LLC, pursuant to which, effective as of December 16, 2022, our operating partnership acquired one hundred percent (100%) of the equity interests in (i) Marietta Leasehold LP (the "Lessee"), the lessee of the Marietta Hotel, and (ii) Marietta Leasehold GP LLC, the sole general partner of the Lessee and, in exchange therefor, the Company forgave, cancelled and discharged in full the outstanding ES Manhattan ERFP Balance.2015, Remington received from PIM Highland JV a base management feethe years ended December 31, 2023 and 2022, we made payments of $1.3$1.5 million and $863,000, respectively to Lismore.of $622,000 (which includes projectat current market rates with respect to construction management, interior design, architecture, FF&E purchasing, FF&E expediting/freight management, FF&E warehousing and FF&E installation and supervision. The amount of design and construction management)service fees incurred by us to Premier for the fiscal years ended December 31, 2023 and 2022 were approximately $21.1 million and $17.5 million, respectively. Additionally, there were other reimbursed expenses related to fixed asset accounting services of approximately $1.9 million in 2024 and $1.3 million in 2023. In March 2024 and 2023, we awarded deferred cash grants to Premier's employees valued at approximately $552,000 and $518,000, respectively.Remington received no incentiveThe provisions of the A&R PMA are substantially the same as the Master Project Management Agreement dated as of August 8, 2018. The A&R PMA provides for an initial term of ten years as to each hotel governed by the A&R PMA. The term may be renewed by Premier, at its option, for three successive periods of seven years each, and, thereafter, a final term of four years, provided that at the time the option to renew is exercised, Premier is not then in default under the A&R PMA. The A&R PMA also (i) provides that fees will be payable monthly as the service is delivered based on percentage completion; (ii) allows a project management fee from PIM Highland JVto be paid on a development, together with (and not in 2015. Further,lieu of) the development fee; and (iii) fixes the fees for FF&E purchasing, expediting, freight management and warehousing at 8%.haveentered into a mutual exclusivity agreement with Remington and Remington Holdings and our Chairman and Chief Executive Officer, Mr. Monty Bennett, and his father,Premier, pursuant to which we have a first right of refusal to purchase lodging investments identified by themPremier and any of its affiliates that meet our investment criteria. We also agreed to hire Premier or its affiliates for the development and construction, capital improvement, refurbishment, and/or project management or other services in connection with any acquisition or investment by us in a hotel, unless our independent directors either (i) unanimously vote not to engage Premier, or (ii) based on special circumstances or past performance, by a majority vote elect not to engage Premier because they have determined, in their reasonable business judgment, that it would be in our best interest not to engage Premier or that another manager or developer could perform the duties materially better.Ashford Prime.Braemar. We also agreed to hire Remington Hospitality or its affiliates for the management project management, purchasing, construction, development and other related services for or construction of any hotel which is part of an investment we elect to pursue, unless our independent directors either (i) unanimously vote not to engage Remington Hospitality, or (ii) based on special circumstances or past performance, by a majority vote elect not to engage Remington Hospitality because they have determined, in their reasonable business judgment, that it would be in our best interest not to engage Remington Hospitality or that another manager or developer could perform the duties materially better. Additionally, In connection with Ashford Inc.'s November 6, 2019 acquisition of Remington Hospitality, Remington Hospitality became a subsidiary of Ashford Inc., and the master hotel management agreement between our operating partnership and Remington Hospitality remains in effect.Company Product or Service Amounts Paid by/(Retained by) Us for Products or Services in 2023 Ashford Inc. Interest Ashford Inc. Board Seats/Board Seats Available Mobile key app $ 122,000 77% 1/3 Hypoallergenic premium rooms $ 1,393,000 70% 2/3 Debt placement and related services $ 2,444,000 100% N/A Audio visual commissions $ (9,955,000) 100% N/A Ashford LLC Insurance claims services $ 9,000 100% N/A Design and construction services $ 22,961,000 100% N/A Hotel management services $ 57,587,000 100% N/A Debt placement/real estate brokerage $ — 30% 1/3 Capital raise services/Dealer manager fees $ 5,120,000 100% 2/2 Casualty insurance $ 142,000 100% N/A 2011, we8, 2016, Ashford Lending Corporation or its affiliates may designate one member of the board of directors of OpenKey, and the holders of a majority of OpenKey's Voting Series A Preferred Stock not held by any affiliate of Ashford Inc. may appoint an additional director.28-hotel portfoliobusiness of Highland Hospitality through Inspire Event Technologies Holdings, LLC (f/k/a newly formed joint venturePresentation Technologies LLC; "INSPIRE") in the United States, Mexico, and the Dominican Republic. On March 1, 2019, INSPIRE acquired a privately-held company that conducts the business of BAV Services in the United States ("BAV") for approximately $9.0 million excluding contingent consideration and transaction costs. BAV is an audio visual rental, staging, and production company, focused on meeting and special event services. As a result of the acquisition, Ashford Inc.'s ownership interest in INSPIRE increased from 85% to approximately 88%. On December 31, 2020, Ashford Inc. acquired all of the redeemable noncontrolling interests in INSPIRE for $150,000. As a result of the acquisition, Ashford Inc.'s ownership in INSPIRE increased to 100%. INSPIRE provides an integrated suite of audio-visual services, including event, hospitality, and creative services to its customers in various venues including hotels and convention centers in the United States, Mexico, and the Dominican Republic. INSPIRE primarily contracts directly with Prudentialthird-party customers to whom it provides audio visual services. The gross revenue from these customers is generally collected by the hotels and the hotels retain an agreed commission and then remit the balance to INSPIRE. The amount above reflects the commission "retained by" Ashford Trust and Braemar hotels.Investors. The joint venture effected a consensual foreclosureAdvisory Holdings LLC ("REA Holdings"). REA Holdings, through its operating subsidiary, provides real estate advisory and restructuringbrokerage services to Ashford Trust, Braemar and third-party clients.certain mezzanineAshford Securities, LLC ("Ashford Securities") to raise retail capital in order to grow its existing and senior loans on the portfolio.future advised platforms. In connection with the debt restructuring,formation of Ashford Securities, we entered into a contribution agreement with Ashford Inc. and Braemar to provide funds to Ashford Inc. to fund the formation, registration and ongoing funding requirements of Ashford Securities. In February 2023, we entered into a Third Amended and Restated Contribution Agreement with Ashford Inc. and Braemar with respect to the funding of certain guarantyexpenses of Ashford Securities. During the year ended December 31, 2022, the funding estimate was revised based on the latest capital raise estimates of the aggregate capital raised through Ashford Securities. As of December 31, 2022, Ashford Trust had funded approximately $6.2 million of which of which $5.9 million was recorded as a receivable from Ashford Inc. In March 2023, Ashford Inc. paid $6.1 million to Ashford Trust as a result of the contribution true-up between the entities described above. As of December 31, 2023, Ashford Trust has funded approximately $180,000 and indemnity agreementshas a $3.1 million payable to Ashford Inc. Effective January 1, 2024, we entered into a Fourth Amended and Restated Contribution Agreement with Ashford Inc. and Braemar which states that, notwithstanding anything in the prior contribution agreements: (1) the parties equally split responsibility for all aggregate contributions made by them to Ashford Securities through September 30, 2021 and (2) thereafter, their contributions for each quarter will be based on the ratio of the amounts raised by each party through Ashford Securities the prior quarter compared to the total aggregate amount raised by the parties through Ashford Securities the prior quarter. To the extent contributions made by any of the parties through December 31, 2023 differed from the amounts owed pursuant to the foregoing, the parties shall make true up payments to each other to settle the difference.seniorformation of Ashford Securities, we entered into a contribution agreement with Ashford Inc. and mezzanine lendersBraemar pursuant to which we have potential recourse liabilityhad agreed to contribute, with Braemar, funds to operate Ashford Securities.mortgagefunding of certain expenses of Ashford Securities. Beginning on the effective date of the Amended and mezzanine debt arising from certain eventsRestated Contribution Agreement, costs were allocated 50% to Ashford Inc., 50% to Braemar and 0% to us. Upon reaching the earlier of $400 million in aggregate preferred equity offerings raised, or circumstances causedJune 10, 2023, there will be a true up (the "Amended and Restated True-up Date") among Ashford Inc., Ashford Trust and Braemar whereby the actual amount contributed by oreach company will be based on the actual amount of capital raised by Ashford Inc., Ashford Trust and Braemar, respectively, through Ashford Securities (the resulting from certain actionsratio of Remington specifically set forth incontributions among the related guarantyParties, the "Initial True-up Ratio"). On January 27, 2022, Ashford Trust, Braemar and indemnity agreements. The maximum aggregate liability we could potentially incur under such guaranty and indemnity agreements is $200,000,000. We have entered into an indemnity agreement with Remington pursuant to which Remington has agreed to indemnify us for any liabilities under the guaranty and indemnity agreements with the senior and mezzanine lenders that arise, directly or indirectly, from specifically identified actions of Remington or any related party. On March 6, 2015, we acquired an approximate 28.26% interest in PIM Highland Holding LLC from Prudential Real Estate Investors so that together with our existing approximate 71.74% interest, we now own 100% of PIM Highland Holding LLC. On September 17, 2015, Ashford Inc. entered into a Second Amended and Restated Contribution Agreement which provided for an acquisition agreementadditional $18 million in expenses to acquire 80%be reimbursed with all expenses allocated 45% to Ashford Trust, 45% to Braemar and 10% to Ashford Inc.Remington. The acquisition is subject to customary closing conditions, includingfiscal year 2023 will be divided between each party based on the Initial True-Up Ratio. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the parties whereby there will be adjustments so that the transaction mustcapital contributions made by each party will be approvedbased on the cumulative amount of capital raised by each party through Ashford Inc.'s stockholders. The stockholdersSecurities as a percentage of the total amount raised by the parties collectively through Ashford Securities since June 10, 2019 (the resulting ratio of capital contributions among the Company, Ashford Inc. approvedand Braemar following this true-up, the transaction"Cumulative Ratio"). Thereafter, the capital contributions will be divided among each party in accordance with the Cumulative Ratio, as recalculated at the end of each year.April 12, 2016. The acquisition, if completed, will not impact our existing agreements with Remington. Because we could be subject to various conflicts of interest arising from our relationship with Remington Holdings, Remington and other parties, to mitigate any potential conflicts of interest, our charter contains a requirement that any transaction or agreement involving us, our wholly owned subsidiaries or our operating partnership and a director or officer of an affiliate of any director or officer will require the approval of a majorityratio of the disinterested directors. Additionally, our board of directors has adopted a policy that requires all management decisions relatedamounts raised by each party through Ashford Securities the prior quarter compared to the management agreements with Remington to be approvedtotal aggregate amount raised by a majoritythe parties through Ashford Securities the prior quarter. To the extent contributions made by any of the independent directors, except as specifically provided otherwise inparties through December 31, 2023 differed from the management agreement. Further, our board of directors has also adopted our Code of Business Ethics and Conduct, which includes a policy for review of transactionsinvolving related persons, and other potential conflicts of interest. Pursuantamounts owed pursuant to the Code of Business Ethics and Conduct, officers must report any actual or potential conflict of interest involving themselves or othersforegoing, the parties shall make true up payments to our general counsel, our chief governance officer oreach other to settle the chairman of our nominating/corporate governance committee. Directors must make such report to the chairman of our nominating/corporate governance committee.Ashford PrimeAshford Prime,Braemar, to our stockholders. Until July 2015, our operating subsidiary owned approximately 15% of the outstanding common units of the Ashford PrimeBraemar operating partnership, which were redeemable for shares of common stock of Ashford PrimeBraemar on a 1-for-1one-for-one basis. In July 2015, our operating subsidiary completed a distribution of these common units to its limited partners, including us, we sought redemption of the common units to shares of common stock of Ashford Prime,Braemar, and completed a pro rata, taxable dividend of the common stock of Ashford PrimeBraemar to our shareholders.stockholders. Following this transaction, we no longer own any securities of Ashford Prime. We share allBraemar.the sameour named executive officers are executive officers of Braemar (with the exception of our President and significant employees as Ashford Prime,Chief Executive Officer, Mr. J. Robison Hays, III, who is not an executive officer of Braemar) and we have one common director with Braemar, Mr. Monty J. Bennett, Chairman of our Chief Executive OfficerBoard and Chairman of Braemar. As of March 14, 2024, our board.directors and named executive officers and their immediate family members (including Mr. Monty J. Bennett, also ownswho is our Chairman, and Mr. Archie Bennett, Jr., who is our Chairman Emeritus and Mr. Monty J. Bennett's father) collectively may be deemed to beneficially own 2,109,000 shares of Braemar's common stock (consisting of (1) common stock, (2) restricted stock, (3) common units of Ashford Prime'sin Braemar's operating partnership which are redeemable for cash or, at the option of Ashford Prime, common stock based on the exchange ratio of Ashford Prime, asone share of November 2014. If Mr. Bennett redeemed all of his units and receivedBraemar common stock of Ashford Prime, he would ownper common unit and (4) LTIP units in excess of 5% of Ashford Prime's common stock outstanding. Our other officers own units of Ashford Prime'sBraemar's operating partnership or common stock in Ashford Prime equal to approximately 4% of Ashford Prime's common stock outstanding (if all such units were reduced for common stock). In connectionthat have vested and that have achieved economic parity with the spin-offcommon units (but excluding LTIP units (including Performance LTIPs) issued subsequent to March 14, 2024, or that have not yet achieved economic parity or PSUs, LTIPs or Performance LTIPs that have not yet vested)). In accordance with SEC rules, our directors and executive officers and their immediate family members may be deemed to own approximately 3.2% of Ashford Prime in 2013, our former subsidiary Ashford LLC entered into anBraemar common stock.Prime, in which it acted as the external advisor to Ashford Prime, and as a result, we received advisory fees from Ashford Prime from the periods from January 1, 2014 through November 12, 2014 and from November 19, 2013 to December 31, 2013. Upon the previously discussed spin-off of Ashford Inc. on November 12, 2014, our subsidiary Ashford LLC became a subsidiary of Ashford Inc., and we no longer received advisory fees from Ashford Prime. During 2015, however, we received $206,100 from the Ashford Prime operating partnership, net, associated with reimbursable expenses in connection with the fees discussed above. Additionally, pursuant to the terms of the advisory agreement, Ashford PrimeBraemar is obligated to indemnify and hold us harmless to the full extent lawful, from and against any and all losses, claims, damages or liabilities of any nature whatsoever with respect to or arising from any of our acts or omissions (including ordinary negligence) in our capacity as Ashford Prime'sBraemar's advisor for the period prior to the Ashford Inc. spin-off during which we served as advisor to Ashford Prime,Braemar, except with respect to losses, claims, damages or liabilities with respect to or arising out of our gross negligence, bad faith or willful misconduct, or reckless disregard of our duties under the advisory agreement (for which we are obligated to indemnify Ashford Prime)Braemar).Ashford Prime, Ashford PrimeBraemar, Braemar is obligated to indemnify us against losses arising from:Ashford PrimeBraemar liabilities, including the failure by Ashford PrimeBraemar or its subsidiaries to pay, perform or otherwise promptly discharge any of their liabilities in accordance with their respective terms;Ashford PrimeBraemar or its subsidiaries of any provision of the separation and distribution agreement or any ancillary agreement, subject to certain limitations;limitations; andAshford PrimeBraemar in connection with the separation and distribution or (ii) any management agreement or franchise matters related to any of such initial hotel properties;Ashford PrimeBraemar and its subsidiaries against losses arising from:terms;limitations;limitations; andAshford PrimeBraemar hotel properties and the related taxable REIT subsidiaries for tax periods prior to the effectiveeffective date of the separation and distribution. Finally, pursuantAshford PrimeBraemar a first right to acquire certain subject hotels, to the extent our board of directorsBoard determines to market and sell the hotel, subject to any prior rights of the managers of the hotel or other third parties and limitations associated with certain of our hotels held in a joint venture. Likewise, Ashford PrimeBraemar has agreed to give us a right of first offer with respect to any properties that we acquireBraemar acquires in a portfolio transaction, to the extent its board of directorsBoard determines it is appropriate to market and sell such assets and Ashford PrimeBraemar controls the disposition, provided such assets satisfy our investment guidelines. Any such right of first offer granted to us will be subject to certain prior rights, if any, granted to the managers of the related properties or other third parties. Our Relationship and Agreements with AIM In June 2015, for consideration of certain marketable securities, we obtained a 52.4% ownership interest in AIM Real Estate Hedged Equity (U.S.) Fund, LP (the "REHE Fund") with a carrying value of approximately $56.0 million. The REHE Fund is managed by Ashford Investment Management, LLC ("AIM"), an indirect subsidiary of Ashford Inc. The REHE Fund invests substantially all of its assets in the AIM Real Estate Hedged Equity Master Fund, LP (the "Master Fund"), and as a consequence of our investment in the REHE Fund, we obtained an indirect interest in the Master Fund. Our maximum exposure of loss is limited to our investment in the REHE Fund. As of December 31, 2015, we owned an approximate 52.4% ownership interest in the REHE Fund. By way of our investment in AIM, we have delegated to AIM all of our investment powers, duties and responsibilities with regard to the investment and reinvestment of the assets we invested in the REHE Fund. The REHE Fund has appointed AIM as its agent in fact with full authority to buy, sell or otherwise effect investment transactions for the assets it has invested in the REHE Fund. We retain no rights to dispose or vote the securities held by the REHE Fund. AIM is not compensated for its services pursuant to the investment management agreement with respect to any assets invested by us; however, the REHE Fund does reimburse AIM for certain expenses related to the investment management services provided by AIM to the REHE Fund and those expenses are indirectly borne by us. Effective as of March 1, 2016, the REHE Fund changed its name to Ashford Quantitative Alternatives (U.S.) LP and the Master Fund changed its name to Ashford Quantitative Alternatives Master Fund, LP. Mr. Monty J. Bennett, our Chief Executive Officer and Chairman, owns 25% of AIM Performance Holdco, L.P. ("AIM Performance Holdco"), a Delaware limited partnership that owns a 99.99% limited partnership interest in the general partner of the private investment funds managed by AIM. Mr. J. Robison Hays III, our Chief Strategy Officer, owns 15% of AIM Performance Holdco.Ashford LLC directly and indirectly holds the remaining equity interests in AIM Performance Holdco. The collective 40% equity interest held by Messrs. Bennett and Hays in AIM Performance Holdco results in an indirect ownership of a 40% equity interest in the general partner of the private investment funds managed by AIM, or any affiliates that are created by Ashford LLC to serve as the general partner of such private investment funds. During 2015, Mr. Monty J. Bennett also owned 25% of AIM Management Holdco, LLC ("AIM Management Holdco"), a Delaware limited liability company that is the sole member of AIM, and Mr. J. Robison Hays III owned 15% of AIM Management Holdco, while Ashford LLC held the remaining equity interests in such entity. Over time during the first quarter of 2016, Ashford LLC contributed capital to AIM Management Holdco in exchange for equity interests in such entity sufficient to dilute Messrs. Bennett's and Hays' ownership in AIM Management Holdco to effectively zero. The equity interests held by Messrs. Bennett and Hays in AIM Performance Holdco remained unchanged.PROPOSAL NUMBER TWO—RATIFICATION OF THE APPOINTMENT OFBDO USA, LLP AS OUR INDEPENDENT AUDITORS We are asking our stockholders to ratify our audit committee's appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. BDO USA, LLP has audited our financial statements as of and for the year ended December 31, 2015. Ernst & Young LLP served as our independent registered public accounting firm during 2015 until their resignation effective upon the filing of our third quarter Form 10-Q. Stockholder ratification of the selection of BDO USA, LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our board of directors is submitting the selection of BDO USA, LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and our stockholders. The reports of Ernst & Young LLP on our financial statements for the years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty or audit scope. During our fiscal years ended December 31, 2014 and 2013 and the subsequent interim period through September 25, 2015, the date on which Ernst & Young LLP notified our audit committee of their resignation as our independent auditor, there were (i) no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP would have caused it to make reference to the subject matter of the disagreements in connection with its report, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. Ernst & Young LLP furnished us with a letter to addressed to the SEC stating its agreement with the above statements. During the fiscal years ended December 31, 2014 and 2013, and the subsequent interim period through September 25, 2015, neither the company nor anyone acting on its behalf consulted with BDO USA, LLP regarding either (1) the application of accounting principles to any specific completed or proposed transaction, or the type of audit opinion that might be rendered on our financial statements, nor did BDO USA, LLP provide written or oral advice to us that it concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). Our audit committee is responsible for appointing, setting compensation, retaining and overseeing the work of our independent registered public accounting firm. Our audit committee pre-approves all audit and non-audit services provided to us by our independent registered public accounting firm. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. The audit committee has delegated pre-approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The audit committee approved all fees paid to BDO USA, LLP since their appointment with no reliance placed on the de minimis exception established by the SEC for approving such services. Services provided by Ernst & Young LLP during 2014 and 2015 until their resignation and by BDO USA, LLP since their appointment included the audits of our annual financial statements and the financial statements of our subsidiaries. Services also included the review of unaudited quarterlyfinancial information in accordance with PCAOB standards; review and consultation regarding filings with the SEC and the Internal Revenue Service; and consultation on financial and tax accounting and reporting matters. During the years ended December 31, 2015 and 2014, fees incurred related to our principal accountants, Ernst & Young LLP and BDO USA, LLP, applicable, consisted of the following: Ernst &
Young LLP BDO
USA, LLP TOTAL Ernst &
Young LLP January 1 -
September 29, September 29 -
December 31, Year Ended
December 31, Year Ended
December 31, 2015 2015 2015 2014 $ 687,779 $ 785,750 $ 1,473,529 $ 1,433,831 905,000 — 905,000 1,133,000 338,868 83,500 422,368 468,501 — 173,743 173,743 — $ 1,931,647 $ 1,042,993 $ 2,974,640 $ 3,035,332 "Audit Fees" include fees and related expenses for professional services rendered in connection with audits of our annual financial statements and the financial statements of our subsidiaries, reviews of our unaudited quarterly financial information, reporting on the effectiveness of our internal controls over financial reporting and reviews and consultation regarding financial accounting and reporting matters and our filings with the SEC. "Audit-Related Fees" include fees and related expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not Audit Fees. "Tax Fees" include fees and related expenses billed for tax compliance services and federal and state tax advice and planning. "All Other Fees" include fees and related expenses for products and services that are not Audit Fees, Audit-Related Fees or Tax Fees. Our audit committee has considered all fees provided by the independent auditors to us and concluded this involvement is compatible with maintaining the auditors' independence. Representatives of BDO USA, LLP will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. Representatives of Ernst & Young LLP will not be present at the annual meeting.The board of directors unanimously recommends a vote FOR approval of Proposal Number Two, the ratification of the appointment of BDO USA, LLP as our independent auditors for the year ending December 31, 2016.PROPOSAL NUMBER THREE—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION We are providing stockholders an opportunity to cast a non-binding advisory vote on executive compensation (sometimes referred to as "say on pay"). This proposal allows the company to obtain the views of stockholders on the design and effectiveness of our executive compensation program. Your advisory vote will serve as an additional tool to guide the compensation committee and our board in continuing to improve the alignment of our executive compensation programs with the interests of the company and our stockholders. Section 14A of Exchange Act and related SEC rules now require that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. We must provide this opportunity to our shareholders at least once every three years; however, following the recommendation of our shareholders, our board of directors has chosen to hold this vote every year. During 2015, our named executive officers were employees of Ashford Inc. While our named executive officers were paid cash compensation by Ashford, Inc., they (as well as employees of our advisor) continueeligible to receive equity awards underpresented at our equity incentive plan. We do not provide any other compensation or employee benefit plans for our named executive officers. The board of directors believes the equity compensation program for our named executive officers should follow a pay for performance philosophy. Following the 2015 say on pay vote, the company and the compensation committee engaged in a comprehensive process of shareholder engagement to understand and address any concerns about our executive compensation program. Based on these discussions, the compensation committee took the following actions in 2015 and early 2016:•engaged a new independent compensation consultant to advise the committee on market pay levels and best practices in compensation;•approved a new equity program for the company's executive officers where at least one-half of the shares awarded would be performance-based that will vest based on the company's three-year Total Shareholder Return (TSR), beginning with grants made in 2016. The other one-half is eligible to be earned based on a formulaic assessment of prior year performance against business objectives established by the board of directors;•revised the company's anti-pledging policy to prohibit all pledging of company securities by officers and directors;•enhanced the disclosure of compensation paid by our advisor to our named executive officers in this proxy; and•reduced the value of equity awarded to our named executive officers in 2016 for 2015 performance by approximately 40% from last year. In deciding how to vote on this proposal, the board encourages you to read the Compensation Discussion & Analysis section beginning on page 24 of this proxy statement. The board of directors recommends stockholder approval of the following resolution: RESOLVED, that the company's stockholders hereby approve, on an advisory basis, the compensation of the named executive officers of Ashford as disclosed in the company's proxy statement for the 20162025 annual meeting of stockholders in accordance with the SEC's compensation disclosure rules. Because your vote is advisory in nature, it will not have any effect on compensation already paid or awardedpursuant to any of our executive officers and will not be binding on our board. However, the compensation committee will take into account the outcome of this advisory vote when considering future executive compensation decisions.The board of directors unanimously recommends a vote FOR approval of Proposal Number Three, advisory approval of our executive compensation. The proxies intend to exercise their discretionary authority to vote on any stockholder proposals submitted at the 2016 annual meeting as permitted by Rule 14a-4(c) promulgated14a-8 under the Exchange Act, and not included in this proxy statement. For a stockholder proposal tomust be considered for inclusion in the company's proxy statement for the 2017 annual meeting of stockholders, our corporate secretary must receive the written proposal at our principal office,received by us no later than the close of business on December 26, 2017.November 29, 2024. Such proposals also must comply with SEC regulations Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsoredCompany-sponsored proxy materials. Proposals should be addressed to the attention of Investor Relations at 14185 Dallas Parkway, Suite 1100,1200, Dallas, Texas 75254. As to any20172025 annual meeting of stockholders other than by inclusion in our proxy statement pursuant to Rule 14a-8 must be received by us no earlier than November 29, 2024 and no later than December 29, 2024. Stockholders are advised to review our bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations, copies of which are available without charge upon request to the Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.namedand we will reimburse such persons for their expense in management's proxydoing so. We will bear the expense of soliciting proxies for thatthe annual meeting of stockholders, including the cost of mailing.exercise their discretionary authority on that proposal unless we receive noticecast at least one third of all the mattervotes entitled to be proposed no earlier than December 26, 2016cast at the annual meeting on any matter are present in person or by proxy. If you have returned valid proxy instructions or if you hold your shares in your own name as a holder of record and no later than January 25, 2017. Even ifattend the proper noticeannual meeting of stockholders in person, your shares will be counted for the purpose of determining whether there is received timely,a quorum. If a quorum is not present, the proxies named in management's proxy for that annual meeting of stockholders may nevertheless exercise their discretionary authoritybe adjourned by the chair of the meeting until a quorum has been obtained.respect to suchvoting instructions, your shares may constitute "broker non-votes." The election of directors (Proposal 1) and the advisory compensation proposal (Proposal 2) are non-routine items under the rules of the NYSE and shares may not be voted on this matter by advising stockholdersbrokers, banks or other nominees who have not received specific voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker so that your shares will be voted for purposes of Proposals 1 and 2. The ratification of the appointment of BDO USA, P.C. as our independent auditors (Proposal 3) is a routine item, and as such,howbroker non-votes will be included in determining whether a quorum is present at the annual meeting, as they intendare considered present and entitled to exercise their discretioncast a vote on a matter at the meeting (even if, in the case of broker non-votes, they are only entitled to vote on such matter,Proposal 3). Abstentions and broker non-votes, if any, will not be included in the vote totals, and will not be considered "votes cast," and accordingly will have no effect on the outcome of, Proposals 1 through 3.makingat a shared address to which a single copy was delivered. Requests for additional copies of the proposal solicits proxies with respectproxy materials, and requests that in the future separate proxy materials be sent to stockholders who share an address, should be directed to Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254 or by calling (972) 490-9600. In addition, stockholders who share a single address but receive multiple copies of the proxy materials may request that in the future they receive a single copy by contacting us at the address and phone number set forth in the previous sentence. Depending upon the practices of your broker, bank or other nominee, you may need to contact them directly to continue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you hold shares of voting stock in your own name as a holder of record, householding will not apply to your shares.proposalCorporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254. Alternatively, stockholders may access our 2023 Annual Report to Stockholders on our website at www.ahtreit.com. We will also furnish any exhibit to our 2023 Form 10-K if specifically requested.extent required by Rule 14a-4(c)(2) understockholders at the Exchange Act. All stockholder proposals must beAnnual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in full complianceaccordance with our bylaws to be eligible for inclusion in our proxy or presentation to our stockholders.DCD.C. 20549-1090. You may read and copy any reports, statements or other information we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and on the website maintained by the SEC atwww.sec.gov. We make available on our website at www.ahtreit.com, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, press releases, charters for the committees of our board of directors,Board, our Board of DirectorsCorporate Governance Guidelines, our Code of Business Conduct and Ethics, our Code of Ethics for our Chief Executive Officer, Chief Financial Officer Code of Conductand Chief Accounting Officer and other companyCompany information, including amendments to such documents as soon as reasonably practicable after such materials are electronically filed or furnished to the SEC or otherwise publicly released. Such information will also be furnished upon written request to Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100,1200, Dallas, Texas 75254 or by calling (972) 490-9600.2015.2023. We also incorporate by reference the information contained in all other documents we file with the SEC after the date of this proxy statement and prior to the annual meeting.meeting of stockholders. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed.April 25, 2016.March 29, 2024. You should not assume that the information contained in this proxy statement is accurate as of any later date.Net income (loss) $ (180,734) Interest expense and amortization of discounts and loan costs 366,148 By order of the board of directors,
Depreciation and amortization187,807 /s/ DAVID A. BROOKSDavid A. BrooksSecretaryIncome tax expense (benefit) 900 Equity in (earnings) loss of unconsolidated entities 1,134 Company's portion of EBITDA of unconsolidated entities 231 EBITDA 375,486 (Gain) loss on consolidation of VIE and disposition of assets (11,488) EBITDAre 363,998 Amortization of unfavorable contract liabilities (15) Transaction and conversion costs 3,856 Write-off of premiums, loan costs and exit fees 3,469 Realized and unrealized (gain) loss on derivatives 2,200 Stock/unit-based compensation 4,027 Legal, advisory and settlement costs 1,181 Other (income) expense, net (310) (Gain) loss on insurance settlements (505) (Gain) loss on extinguishment of debt (53,386) Company's portion of adjustments to EBITDAre of unconsolidated entities 2 Adjusted EBITDAre $ 324,517 April 25, 2016VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ASHFORD HOSPITALITY TRUST, INC. ATTN: DAVID A. BROOKS, SECRETARY 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX 75254 ELECTRONIC DELIVERYA-2 2024 Proxy Statement
FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E09325-P78393 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ASHFORD HOSPITALITY TRUST, INC. The Board of Directors unanimously recommends you vote FOR the following: For Withhold For All AllAllExcept ! ! ! 1. Election of Directors Nominees: 01) Monty J. Bennett 05) Kamal Jafarnia 02) Benjamin J. Ansell, M.D. 06) Philip S. Payne 04) Amish Gupta 03) Thomas E. Callahan 07) Alan L. Tallis The Board of Directors unanimously recommends you vote FOR proposals 2 and 3. For Against Abstain ! ! ! ! ! ! 2. Ratify the appointment of BDO USA, LLP, a national public accounting firm, as our independent auditors for the fiscal year ending December 31, 2016 3. To obtain advisory approval of the company's executive compensation NOTE: To transact any other business that may properly come before the annual meeting of stockholders or any adjournment of the annual meeting ! For address changes and/or comments, please check this box and write them on the back where indicated. Please indicate if you plan to attend this meeting. ! Yes ! No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 2015 Annual Report are available at www.proxyvote.com. E09326-P78393 ASHFORD HOSPITALITY TRUST, INC. ANNUAL MEETING OF STOCKHOLDERS - May 17, 2016 This Proxy is solicited by the Board of Directors of the Company The undersigned, having received notice of the 2016 Annual Meeting and management's Proxy Statement therefor, and revoking all prior proxies, hereby appoint(s) Mr. David A. Brooks and Mr. Deric S. Eubanks (with full power of substitution), as proxies of the undersigned to attend the 2016 Annual Meeting of Stockholders of Ashford Hospitality Trust, Inc. (the "Company") to be held on Tuesday, May 17, 2016 and any adjourned sessions thereof, and there to vote and act upon the matters listed on the reverse side in respect of all shares of Common Stock of the Company which the undersigned would be entitled to vote or act upon, with all powers the undersigned would possess if personally present. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR ITEMS 2 AND 3. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. (If you noted any Address Changes/Comments above, please mark the corresponding box on the reverse side.) CONTINUED AND TO BE SIGNED ON REVERSE SIDE Address Changes/Comments: