DEF 14A of Braemar Hotels & Resorts Inc., Mar 28, 2024

DEF 14A of Braemar Hotels & Resorts Inc.

Filed Mar 28, 2024 · FY20230001574085-24-000039

Open on EDGAR

  1. Board Nominees

    Board Nominees The following table provides summary information about each director nominee. All directors of the Company are elected annually, in an uncontested election, by a majority of the votes cast at the Company's annual meeting of stockholders.

  2. Board Nominees

    | Name; Age | Director Since | Principal Occupation | Committee Memberships* | | | | Other U.S. Public Company Boards | | | | | A | CC | NCG | RPT | | | Monty J. Bennett, 58 | 2013 | Chairman and CEO of Ashford Inc.; Chairman of Ashford Trust | | | | | Ashford Inc.; Ashford Trust | | Stefani D. Carter, 46 (L) | 2013 | Attorney; President of Dallas HERO | | | | | Wheeler Real Estate Investment Trust, Inc.; Axos Bank and Axos Financial, Inc. | | Candace Evans, 69 | 2019 | Founder and Publisher of CandysDirt.com and SecondShelters.com | | | | | | | Kenneth H. Fearn, Jr., 58 (F) | 2016 | Founder and Managing Partner of Integrated Capital LLC | | | | | | | Rebeca Odino-Johnson, 68 | 2022 | National Senior Vice-President of Direct Marketing and Donor Experience at the American Heart Association | | | | | | | Matthew D. Rinaldi, 48 | 2013 | General Counsel of Farjo Holdings, LP | | | | | | | Richard J. Stockton, 53 | 2020 | CEO and President of Braemar Hotels & Resorts Inc. | | | | | | | Abteen Vaziri, 45 (F) | 2017 | Chief Investment Officer and President of Uptown Companies, Inc. | | | | | |

  3. Board Nominees

    * Reflects current committee membership of current directors standing for re-election only and is not intended to imply any future committee membership after the election of our directors at the Annual Meeting. The Board, in consultation with the Nominating and Corporate Governance Committee, will determine the appropriate committee membership for the forthcoming year after the completion of the Annual Meeting. A: Audit Committee CC: Compensation Committee NCG: Nominating and Corporate Governance Committee RPT: Related Party Transactions Committee (L): Lead Director (F): Audit Committee financial expert (C): Chairperson

  4. PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS

    PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS All of our directors are elected annually by our stockholders. Our Nominating and Corporate Governance Committee has recommended, and our Board has nominated, for election eight persons. All of the nominees currently serve as directors of the Company. Each of the persons nominated as director who receives a majority vote at the Annual Meeting will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. Under the terms of our charter and bylaws, in uncontested elections of directors of our Company, a nominee is elected as a director by the affirmative vote of a majority of the votes cast for and against the election of that nominee (with abstentions and broker non-votes not counted as a vote cast either for or against that director's election) at the meeting of stockholders at which such election occurs. Under our Corporate Governance Guidelines, if an incumbent director who is a nominee for reelection in an uncontested election does not receive the affirmative vote of the holders of a majority of the shares of common stock so voted for such nominee, such incumbent director must promptly tender his or her resignation as a director, for consideration by the Nominating and Corporate Governance Committee and ultimate decision by the Board. The Nominating and Corporate Governance Committee will promptly consider any such tendered resignation and will make a recommendation to the 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 Nominating and Corporate Governance Committee or the Board regarding such tendered resignation. The Nominating and Corporate Governance Committee and the 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, the Board will publicly disclose its decision and rationale regarding whether to accept, reject or take other action with respect to the tendered resignation. If any incumbent director's tendered resignation is not accepted by the Board, such director will continue to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified or his or her earlier death or resignation. Set forth below are the names, principal occupations, committee memberships, ages, directorships held with other companies, and other biographical data for each of the eight nominees for director, as well as the month and year each nominee first began his or her service on the Board, if applicable. For a discussion of such person's beneficial ownership of our common stock, see the "Security Ownership of Management and Certain Beneficial Owners" section of this proxy statement. If any nominee becomes unable to stand for election as a director, an event that the Board does not presently expect, the Board reserves the right to nominate substitute nominees prior to the Annual Meeting. In such a case, the Company will file an amended proxy statement that will identify each substitute nominee, disclose whether such nominee has consented to being named in such revised proxy statement and to serve, if elected, and include such other disclosure relating to such nominee as may be required under the Exchange Act.

  5. PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS

    | The Board unanimously recommends a vote FOR all nominees. |

  6. Nominees for Election as Directors

    Nominees for Election as Directors

  7. Nominees for Election as Directors

    | MONTY J. BENNETT | | | Age: 58 Chairman since 2013 | Mr. Bennett has served as Chairman of the Board of Directors since April 2013 and served as Chief Executive Officer of the Company from April 2013 to November 2016. Mr. Bennett is the Founder, Chairman & Chief Executive Officer of Ashford Inc. (NYSE American: AINC) and is also the Founder & Chairman of both Ashford Hospitality Trust, Inc. (NYSE: AHT) and Braemar Hotels & Resorts Inc. (NYSE: BHR). Mr. Bennett has over 26 years of experience in the hotel industry and has experience in virtually all aspects of the hospitality industry, including hotel ownership, finance, operations, development, asset management and project management. In addition to his roles at Ashford, over his career Mr. Bennett has been a member and leader in numerous industry associations. Mr. Bennett is a lifelong advocate of civic engagement and takes pride in giving back to the Dallas-Fort Worth community. Together with the Ashford companies, he supports numerous charitable organizations including Alzheimer's Association, Habitat for Humanity, North Texas Food Bank, the S.M. Wright Foundation and the Special Olympics. He holds a Master's degree in Business Administration from Cornell's S.C. Johnson Graduate School of Management and received a Bachelor of Science degree with distinction from the School of Hotel Administration also at Cornell. He is a life member of the Cornell Hotel Society. Experience, Qualifications, Attributes and Skills: Mr. Bennett's extensive industry experience as well as the strong and consistent leadership qualities he has displayed in his role as Chairman, his prior role as the Chief Executive Officer of the Company and his experience with, and knowledge of, the Company and its operations gained in those roles and in his role as Chairman and Chief Executive Officer of Ashford Inc., his prior role as Chief Executive Officer and his current role as the Chairman of Ashford Trust, 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. |

  8. Nominees for Election as Directors

    | STEFANI D. CARTER | | | Age: 46 Director since 2013 Independent Lead Director Committees: • Nominating and Corporate Governance (chair) • Related Party Transactions | Ms. Carter has served as a member of the Board of Directors since November 2013 and currently serves as our Lead Director. She serves as chair of our Nominating and Corporate Governance Committee and as a member of our Related Party Transactions Committee. She also serves as a member and chair of the Board of Directors of Wheeler Real Estate Investment Trust (NASDAQ: WHLR), a commercial real estate investment company, and as a member of the Board of Directors of Axos Bank and Axos Financial, Inc. (NYSE: AX). Ms. Carter has been a practicing attorney since 2005, specializing in civil litigation, contractual disputes and providing general counsel and advice to small businesses and individuals. Ms. Carter currently serves as the President of Dallas HERO, a Texas non-profit corporation. She is also principal of two entities, Stefani Carter & Associates, LLC, a consulting and legal services firm she founded in 2011, and Stable Realty, LLC, a real estate investments firm. From October 2020 to February 2023, Ms. Carter served as a litigation shareholder at Ferguson Braswell Fraser Kubasta PC ("FBFK"), a full-service law firm. Prior to FBFK, Ms. Carter served as senior counsel at the law firm of Estes Thorne & Carr PLLC for three years. In addition, Ms. Carter served as an elected representative of House District 102 in the Texas House of Representatives between 2011 and 2015. From 2008 to 2011, Ms. Carter was employed as an associate attorney at the law firm of Sayles Werbner, PC and from 2007 to 2008 was a prosecutor in the Collin County District Attorney's Office. Prior to joining the Collin County District Attorney's Office, Ms. Carter was an associate attorney at Vinson & Elkins LLP from 2005 to 2007. Ms. Carter has a Juris Doctor from Harvard Law School, a Master's in Public Policy from Harvard University's John F. Kennedy School of Government and a Bachelor of Arts in Government as well as a Bachelor of Journalism in News/Public Affairs from the University of Texas at Austin. Experience, Qualifications, Attributes and Skills: Ms. Carter brings her extensive legal experience in advising and counseling clients in civil litigation and contractual disputes, as well as her many experiences as an elected official, to the Board of Directors. In addition, Ms. Carter brings her experience with, and knowledge of, the Company and its operations gained as a director of the Company since November 2013 to her role as a director of the Company. |

  9. Nominees for Election as Directors

    | CANDACE EVANS | | | Age: 69 Director since 2019 Independent Committees: • Compensation | Ms. Evans has served as a member of the Board of Directors since July 2019. She currently serves as a member of our Compensation Committee. Ms. Evans has been an award-winning business journalist, entrepreneur, and editor since 1980 and is the Founder & Publisher of CandysDirt.com and SecondShelters.com, vertical business-to-business websites devoted to the North Texas real estate industry and vacation home sales market. Her unique sites, founded in 2011, are among the highest read in Texas for local real estate & breaking news. The award-winning content is published daily by a staff of editors, with a subscription base of over 33,000. Banner, display and native ad sales have increased more than 10% per year since the sites were founded. She holds an active Texas real estate license. Ms. Evans is also an expert contributor to Forbes.com focusing on real estate. Ms. Evans has worked as an editor for DMagazine Partners, where she helped found the award-winning DHome Magazine in 2000. In addition, she conceived and created a successful real estate blog on the DMagazine URL in 2007-2010, DallasDirt.com. Prior to her long tenure at DMagazine, Ms. Evans worked for CBS News in New York, WBBM-TV in Chicago, KDFW-TV in Dallas, and has written for many publications in print and online, including Newsweek, Home, The Dallas Morning News, The Dallas Business Journal, D CEO, Modern Luxury Dallas, AOL Real Estate, Joel Kotkin's The New Geography, Medical Economics, The Fort Worth Star Telegram, Adweek, Texas Business, and others. Ms. Evans also currently serves on the Board of Directors of Preservation Dallas, a non-profit devoted to architectural preservation in North Texas. Ms. Evans earned her M.S.J. from the Columbia University Graduate School of Journalism and her undergraduate degree at Wheaton College, and studied at Dartmouth College. She holds an active Texas real estate license. Experience, Qualifications, Attributes and Skills: Ms. Evans brings her real estate marketing expertise and knowledge, and her experience with the rapidly changing world of online journalism, social media, and real estate marketing, as well as her extensive research into luxury hotels and the high-end luxury vacation home market, to the Board of Directors. |

  10. Nominees for Election as Directors

    | KENNETH H. FEARN, JR. | | | Age: 58 Director since 2016 Independent Audit Committee Financial Expert Committees: • Audit (chair) | Mr. Fearn joined the Board of Directors in August 2016. He currently serves as chair of our Audit Committee. Mr. Fearn is Founder and Managing Partner of Integrated Capital LLC, a private equity real estate firm with a focus on hospitality assets in markets across the United States. Prior to founding Integrated Capital in 2004, Mr. Fearn was Managing Director and Chief Financial Officer of Maritz, Wolff & Co., a private equity firm engaged in real estate acquisition and development from 1995 to 2004. Maritz, Wolff & Co. managed three private equity investment funds totaling approximately $500 million focused on acquiring luxury hotels and resorts. Prior to his tenure at Maritz, Wolff & Co., from 1993 to 1995, Mr. Fearn was with McKinsey & Company, a strategy management consulting firm, resident in the Los Angeles office, where he worked with Fortune 200 companies to address issues of profitability and develop business strategies. Prior to McKinsey & Company, he worked at JP Morgan & Company where he was involved with corporate merger and acquisition assignments. Mr. Fearn received a Bachelor of Arts in Political Science from the University of California, Berkeley and a Master of Business Administration from the Harvard University Graduate School of Business. Mr. Fearn serves on the Community Advisory Board for the Los Angeles Convention Center and Tourism Board, and he previously served on the Marriott International Owner Advisory Board and has twice served as an Entrepreneur in Residence at the Leland C. and Mary M. Pillsbury Institute for Hospitality Entrepreneurship at Cornell University. He also previously served as Chairman of the Board of Commissioners of the Community Redevelopment Agency of the City of Los Angeles as well as the board of directors of the Los Angeles Area Chamber of Commerce, where he was a member of the Executive Committee and the Finance Committee from 2005 to 2014. Experience, Qualifications, Attributes and Skills: Mr. Fearn brings over 24 years of real estate and hospitality experience to the Board of Directors. During his career at Maritz, Wolff & Co. and Integrated Capital, he was involved in the acquisition of approximately $2 billion in hospitality assets and secured in excess of $2.5 billion in debt financing for hospitality asset acquisitions. His extensive contacts in the hospitality and commercial real estate lending industries will be beneficial in his service on the Board of Directors. |

  11. Nominees for Election as Directors

    | REBECA ODINO-JOHNSON | | | Age: 68 Director since 2022 Independent Committees: • Audit • Compensation | Ms. Odino-Johnson has served as a member of the Board of Directors since May 2022 and currently serves as a member of our Audit Committee and Compensation Committee. Ms. Odino-Johnson is the National Senior Vice-President of Direct Marketing and Donor Experience at the American Heart Association, a position she has held since April 2018. Previously, Ms. Odino-Johnson served as Main Event Entertainment, LP's Chief Marketing and Sales Officer, from December 2015 to March 2018. Ms. Odino-Johnson served as the Chief Marketing and Culinary Officer of Bob Evans Farms from December 2013 to October 2015. Additionally, Ms. Odino-Johnson served as Senior Vice President and Chief Marketing and Culinary Officer at Dine Brands Global Inc. from November 2008 to July 2013, where she led marketing efforts for restaurant brands such as Applebees. From January 2004 to February 2008, Ms. Odino-Johnson served as Executive Vice President, Senior Vice President and Chief Marketing and Global Branding Officer for Brinker International, Inc. Ms. Odino-Johnson spent 16 years at PepsiCo, Inc. in various marketing and sales positions including General Manager and Vice-President of Marketing for Frito-Lay North America, with direct financial and strategic planning responsibility for the profitable growth of the $3.8 billion Doritos and Cheetos business unit, representing 30% of Frito-Lay North America. She grew the Cheetos brand from $500 million to $1 billion and launched Baked Lay’s, resulting in $250 million in sales in the first year, representing Frito-Lay’s most successful launch. Ms. Odino-Johnson received a Bachelor of Business Administration in Marketing and Finance from Dallas Baptist University, from which she graduated magna cum laude. She also graduated from the Harvard Business School Advanced Management Program and has received a Master’s Degree in Digital Marketing and Analytics from Wake Forest University. Ms. Odino-Johnson has served on the Alex Lee Family of Companies board of directors since February 2016. She has served on the Advisory Board of Data Axie since July 2020 and The North Texas Food Bank since October 2023. She previously served on PepsiCo’s Latino/Hispanic Advisory Board. Ms. Odino-Johnson is a member of the NACD. Experience, Qualifications, Attributes and Skills: Ms. Odino-Johnson brings extensive experience as a marketing executive, counseling companies and organizations on strategic and digital marketing strategies, to the Board of Directors. |

  12. Nominees for Election as Directors

    | MATTHEW D. RINALDI | | | Age: 48 Director since 2013 Independent Committees: • Compensation (chair) • Related Party Transactions | Mr. Rinaldi has served as a member of the Board of Directors since November 2013 and currently serves as chair of our Compensation Committee and as a member of our Related Party Transactions Committee. Mr. Rinaldi is a licensed attorney whose practice has focused on in-house corporate and real estate matters and representing businesses in a broad range of complex commercial litigation and appellate matters, including securities class action lawsuits, director and officer liability, real estate, antitrust, insurance and intellectual property litigation. Mr. Rinaldi is the General Counsel of Farjo Holdings, LP, a position he has held since June 2023. Previously, Mr. Rinaldi was General Counsel of Quantas Healthcare Management, LLC and its affiliated medical facilities from June 2017 to June 2023. Mr. Rinaldi also served as an elected representative of Texas House District 115 in the Texas House from 2014 to 2019. Mr. Rinaldi served as Senior Counsel with the law firm of Dykema from July 2014 through June 2017. Mr. Rinaldi practiced law as a solo practitioner from November 2013 to July 2014 and served as counsel with the law firm of Miller, Egan, Molter & Nelson, LLP from 2009 to November 2013. Prior to joining Miller, Egan, Molter & Nelson, LLP, Mr. Rinaldi was an associate attorney at the law firm of K&L Gates LLP from 2006 to 2009 and an associate attorney at the law firm of Gibson, Dunn and Crutcher, LLP from 2001 to 2006, where he defended corporate officers and accounting firms in securities class action lawsuits and assisted with SEC compliance issues. Mr. Rinaldi has extensive experience in corporate and real estate law, in federal, state and appellate courts, and has represented and counseled a broad spectrum of clients, including Fortune 500 companies, "Big Four" accounting firms and insurance companies, healthcare companies and real estate developers, as well as small businesses and individuals. Mr. Rinaldi has a Juris Doctor, cum laude, from Boston University and a Bachelor of Business Administration in Economics, cum laude, from James Madison University. Experience, Qualifications, Attributes and Skills: Mr. Rinaldi brings his extensive legal experience advising and counseling corporate officers of public companies and independent auditors in matters involving SEC compliance, director and officer liability and suits brought by stockholders and bondholders, as well as his experience in real estate, employment, insurance and intellectual property-related legal matters, to the Board of Directors. In addition, Mr. Rinaldi brings his experience with, and knowledge of, the Company and its operations gained as a director of the Company since November 2013 to his role as a director of the Company. |

  13. Nominees for Election as Directors

    | RICHARD J. STOCKTON | | | President and Chief Executive Officer Age: 53 Director since 2020 | Mr. Stockton was appointed to the Board of Directors in July 2020. He has served as our Chief Executive Officer since November 2016 and as President since April 2017. He has also served as the Lead Independent Director of Spirit MTA REIT (NYSE: SMTA) and Trustee of its successor entity, SMTA Liquidating Trust, since 2018. Prior to joining our Company, Mr. Stockton served as Global Co-Head and Global Chief Operating Officer for Real Estate at CarVal Investors, a subsidiary of Cargill Inc., with real estate investments in the United States, Canada, the United Kingdom and France. He also previously served as President & CEO-Americas for OUE Limited, a publicly listed Singaporean property company, where he established the business that acquired and refurbished the US Bank Tower in Los Angeles in 2013. The majority of his career, over 16 years, was spent at Morgan Stanley in real estate investment banking in various roles including Head of EMEA Real Estate Banking in London, where he was responsible for business across Europe, the Middle East and Africa and Co-Head of Asia Pacific Real Estate Banking, where he was responsible for a team across Hong Kong, Singapore, Sydney and Mumbai. He is also a member of the Board of the American Hotel and Lodging Association. Mr. Stockton is a frequent speaker and panelist at industry conferences and events, including NAREIT, the NYU International Hospitality Industry Investment Conference, and the Americas Lodging Investment Summit. He is a dual citizen of the United States and the United Kingdom. Mr. Stockton received a Master's of Business Administration degree in Finance and Real Estate from The Wharton School, University of Pennsylvania, and a Bachelor of Science degree from Cornell University, School of Hotel Administration. Experience, Qualifications, Attributes and Skills: Mr. Stockton's extensive industry experience as well as the strong and consistent leadership qualities he has displayed in his role as President and Chief Executive Officer of the Company and his experience with, and knowledge of, the Company and its operations gained in such role are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company. |

  14. Nominees for Election as Directors

    | ABTEEN VAZIRI | | | Age: 45 Director since 2017 Independent Audit Committee Financial Expert Committees: • Related Party Transactions (chair) • Audit • Nominating and Corporate Governance | Mr. Vaziri has served as a member of the Board of Directors since October 2017. He currently serves as chair of our Related Party Transactions Committee and as a member of our Audit Committee and our Nominating and Corporate Governance Committee. Mr. Vaziri has worked in all aspects of evaluating hotel assets, from evaluating investments in the hospitality, gaming, and lodging industries to analyzing the development of hotels, the evaluation of hotel F&B operations and analyzing and executing traditional and EB-5 hotel financings. Mr. Vaziri currently serves as Chief Investment Officer and President of Uptown Companies, Inc. Previously, Mr. Vaziri was a Managing Director at Brevet Capital Management, a position he held from June 2018 to August 2023 where he was in charge of originating and the payback of over $500 million of real estate assets, and built Brevet’s EB-5 and real estate practices. Mr. Vaziri served as a director at Greystone & Co, an institutional real estate lender, where Mr. Vaziri helped build Greystone's EB-5 real estate financing platform. Mr. Vaziri earned a Bachelor of Science in Computer Science at the University of Texas at Dallas and a Masters of Business Administration in Finance from the Cox School of Business at Southern Methodist University. Mr. Vaziri also obtained a Juris Doctor degree from Fordham University School of Law with a concentration in Finance and Business Law. He is licensed to practice law in the states of New York and Texas. Experience, Qualifications, Attributes and Skills: Mr. Vaziri brings his in-depth knowledge of financing, evaluating and managing hotel assets, his real estate experience, and his experience as a director of an institutional real estate lender, and managing director of a mezzanine lender, and EB-5 fundraising expertise to the Board. He also has significant experience in strategic planning, accounting, finance and risk management. |

  15. Director Compensation

    Director Compensation Each of our non-executive directors (other than our Chairman, Mr. Monty J. Bennett) is paid an annual base cash retainer of $55,000, and an additional fee of $2,000 for each Board or committee meeting that he or she attends in person (in a non-committee chairperson capacity), $3,000 for each committee meeting that he or she attends as committee chairperson and $500 for each Board or committee meeting that he or she attends via teleconference. Non-executive directors (other than Mr. Bennett) serving in the following capacities also receive the additional annual cash retainers set forth below:

  16. Director Compensation

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

  17. Director Compensation

    Non-executive directors may also be paid additional cash retainers from time to time for service on special committees. Officers receive no additional compensation for serving on the Board. We reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the Board. In addition, on the date of the first meeting of the Board of Directors following each annual meeting of stockholders at which a non-executive director is initially elected or re-elected to our Board of Directors or as soon as reasonably practicable thereafter, each non-executive director receives a grant of shares of our common stock or, at the election of each director, long-term incentive partnership units ("LTIP units") in Braemar Hospitality Limited Partnership ("Braemar OP"), which are issued under our Second Amended and Restated 2013 Equity Incentive Plan, as amended (the "2013 Equity Incentive Plan") and are fully vested immediately. Vested LTIP units, upon achieving parity with the common units of Braemar OP, are convertible into common partnership units of Braemar OP at the option of the grantee. Common partnership units are redeemable for cash or, at our option, convertible into shares of our common stock on a one-for-one basis. Beginning in fiscal 2018, we adopted a policy that sets the size of the share/unit grants in three-year cycles by establishing a grant size in the first year of the cycle as a fixed number of shares/units to be granted annually. In 2018, the Board established an annual grant amount for the 2018-2020 cycle of 5,700 shares/units, worth approximately $60,000 as of the date of determination in 2018. Therefore, in each of fiscal 2018, 2019, and 2020, each non-executive director received a grant of 5,700 shares of fully vested common stock or LTIP units. In 2021, the annual grant was "reset" by establishing a new annual grant size (11,194 shares/units, worth approximately $78,500 as of the date of determination in 2021) that applied for the 2021-2023 three-year cycle. In 2022, however, upon the recommendation of our compensation consultant, the annual grant was again "reset" by establishing a new annual grant size (14,925 shares/units, worth approximately $80,000 as of the date of determination in 2022) that applied for the remainder of the 2021-2023 three-year cycle. Our Chairman, Mr. Bennett, instead receives an annual incentive compensation grant (for the 2023 award, in the form of an equity-based award and a deferred cash compensation award and for the award granted in 2024 in respect of 2023 in the form of a deferred cash only) with a value and vesting schedule that is determined by the Board after review of the Company's prior fiscal year performance, considering the same factors as the Board takes into account in making (and providing generally the same vesting terms as) the annual incentive compensation grants to our named executive officers (as further described below under "Executive Compensation"). Mr. Bennett's annual award is not granted in respect of his service on the Board but instead in recognition of the extraordinary service that he provides to the Company indirectly through his employment with our advisor. The Board believes that the size of, and vesting schedule applicable to, Mr. Bennett's annual grant is appropriate because it reflects the scale of his historical and ongoing contributions to the Company, the depth of his expertise and knowledge of both the Company and our industry generally, and his continuous leadership as a founder of the Company and our advisor. Our Corporate Governance Guidelines provide a stock 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 such director's election to the board (excluding any portion of the retainer fee representing additional compensation for being a committee chairman or committee member). New directors are expected to achieve compliance with this requirement within four years from the date of election or appointment. Once a director has met his or her guideline, he or she will not be considered to be out of compliance with the guideline as a result of stock price volatility. The Company calculates the minimum number of shares 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 a director's tenure. Although directors may not sell any common stock granted to them in connection with their service to the Company until the director is 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 December 31, 2023, each of our directors had stock ownership that met the guidelines or was within the grace period for satisfying the requirements. The following table summarizes the compensation paid by us to our non-executive directors for their services for the fiscal year ended December 31, 2023:

  18. Director Compensation

    Director Compensation

  19. Director Compensation

    | Name | Fees Earned or Paid in Cash | | LTIP/Stock Awards(1) | | All Other Compensation(2) | | Total | | | Monty J. Bennett | | — | | — | | 3,107,649 | | 3,107,649 | | Stefani D. Carter | | 118,000 | | 60,745 | | — | | 178,745 | | Mary C. Evans | | 66,000 | | 60,745 | | — | | 126,745 | | Kenneth H. Fearn, Jr. | | 94,500 | | 60,745 | | — | | 155,245 | | Rebeca Odino-Johnson | | 72,000 | | 60,745 | | — | | 132,745 | | Matthew D. Rinaldi | | 93,500 | | 60,745 | | — | | 154,245 | | Abteen Vaziri | | 91,500 | | 60,745 | | — | | 152,245 |

  20. Director Compensation

    (1)Based on the fair market value of the stock awards computed in accordance with FASB ASC Topic 718 on the date of the grant. See notes 2, 11 and 14 to our consolidated financial statements included 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. Mses. Evans and Odino-Johnson and Mr. Vaziri elected to receive their equity awards in the form of LTIP units, while the remaining non-executive directors elected to receive shares of common stock. (2)As described above, Mr. Bennett's annual equity award and deferred cash is not granted in respect of his service on the Board, but instead in recognition of the extraordinary service that he provides to the Company indirectly through his employment with our advisor, and is therefore disclosed in the "All Other Compensation" column. Approximately $1.4 million of the amount is attributable to deferred cash awards and the remainder is attributable to the equity award made in 2023. The deferred cash award amount consists of a one-third allocation from Mr. Bennet’s 2022 award and one-third from his 2023 award of approximately $461,000 and $979,000, respectively (the portions of those awards that vested and became payable in 2023). Mr. Bennet elected to receive the performance-based portion of his 2023 equity award in the form of performance-based LTIP units. See Notes 2, 11, and 14 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. As of December 31, 2023, Mr. Bennett held 81,665 service-based LTIP units that remain subject to vesting conditions and 808,558 performance-based LTIP Units that remain subject to vesting conditions (which reflect the maximum amount that could be earned in respect of such LTIP Units).

  21. Corporate Governance

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

  22. 2023 and 2024 Incentive Compensation Grant Decisions

    2023 and 2024 Incentive Compensation Grant Decisions The Compensation Committee believes that our named executive officers should have an ongoing stake in the long-term success of our business, and our incentive compensation program is intended to align our executives' interests with those of our stockholders, as well as to reward our executive officers for their performance on the Company's behalf. Under our incentive compensation program, the Compensation Committee determines the size of potential awards by officer based on a review of market pay levels, taking into consideration the size of our Company against our 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. The SEC's rules require disclosure in the tables that follow this Compensation Discussion and Analysis of the equity awards that were granted to our named executive officers in 2023. However, this "2023 and 2024 Incentive Compensation Grant Decisions" section describes incentive compensation grants made to our named executive officers in March 2024 because the Company's long-term incentive compensation awards are granted to named executive officers in respect of their performance during the preceding year. For a discussion of awards made in 2023 (in respect of 2022 service), please refer to the "Executive Compensation" discussion contained in our 2023 proxy statement, filed with the SEC on March 28, 2023. For our March 2024 awards based on 2023 performance, the size of the potential awards for our named executive officers was determined based on 2023 performance, historical compensation levels in the hospitality REIT sector (please refer to "-Review of Market Data for Peer Companies" below for further discussion of this analysis) and the recommendations of the Chairman in setting the awards for each individual named executive officer. 2023 performance was evaluated based on six business objectives established by the Board of Directors. The Board believes these objectives reflected the cyclicality of the industry in which we operate and evolving changes in market conditions and were appropriate to further align the interests of the 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:

  23. 2023 Business Objectives

    * For a reconciliation of EBITDA, EBITDAre, Adjusted EBITDAre and EBITDA Flows (the change in Adjusted EBITDAre divided by the change in revenue) to a measure under generally accepted accounting principles ("GAAP") in the United States, see Annex A. ** Cash & equivalents, restricted cash, marketable securities, due from related/third parties, and available credit facility. Based on its review of 2023 performance, including the Company’s attainment of four of the six business objectives and the narrow shortfall on the revenue goal, the Committee determined to make deferred cash compensation awards to the named executive officers (as further described below) at approximately 80% of the level that might have been awarded had all six objectives been attained in full. For 2024, the Company continued its reliance on deferred cash payments ("Deferred Cash Awards'') and determined, for 2024, to grant long-term incentive awards exclusively in that form in lieu of providing part of the award in the form of performance stock units ("PSUs") or performance LTIP Units ("Performance LTIPs"). 1/12th of the Deferred Cash Award vested upon grant, and the remaining 11/12ths will vest generally subject to continued service over the 11 calendar quarters first ending June 30, 2023 and thereafter. Previously granted PSUs and Performance LTIPs remain outstanding in accordance with their terms. A summary of the Deferred Cash Awards granted in March 2024 to our named executive officers is as follows.

  24. LTIP Units

    LTIP Units As noted above, the Company in the past has granted equity in the form of LTIP units. The LTIP units are a special class of partnership units in Braemar OP called "long-term incentive partnership 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, because LTIP units are convertible into common units of Braemar OP, 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 may result in an issuance of one share of our common stock. LTIP units, whether vested or not, receive the same quarterly per unit distributions as common units of our operating partnership, which typically equal per share dividends on our common stock, if any. This treatment with respect to quarterly distributions is analogous to the typical treatment of time-vested restricted stock. (Note that distributions on Performance LTIPs accrue on unvested units and are paid in the form of additional common units of our operating partnership on the actual number of LTIP units that vest.) The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units but can achieve such parity over time. Upon the occurrence of certain corporate events, which are not performance-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. Subject to satisfaction of the applicable 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'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 Braemar OP or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement for Braemar OP. 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 Braemar OP'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 Braemar OP 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.

  25. Review of Market Data for Peer Companies

    Review of Market Data for Peer Companies Incentive 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. The Compensation Committee, with the assistance of Gressle & McGinley, our independent compensation consultant, annually undertakes such a review of competitive compensation compared to market, with a particular emphasis on market level of equity compensation. 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 compensation 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 Trust, DiamondRock Hospitality Company, Hersha Hospitality Trust, Host Hotels & Resorts, Inc., Park Hotels and Resorts, Inc., Pebblebrook Hotel Trust, RLJ Lodging Trust, Summit Hotel Properties, Inc., Sunstone Hotel Investors, Inc., and Xenia Hotels & Resorts, Inc.

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth the fiscal 2023, 2022, and 2021 compensation paid to or earned by the Company's named executive officers.

  27. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) | Stock Awards/LTIPs (2) | | All Other Compensation (4) | Total | | | Richard J. Stockton | 2023 | $— | | 833,875 | $1,163,830 | | 1,997,705 | | President and Chief Executive Officer | 2022 | $— | | 1,232,106 | $422,556 | | 1,654,662 | | | 2021 | $— | | 2,454,338 | $— | | 2,454,338 | | Deric S. Eubanks | 2023 | $— | | 419,773 | $588,753 | | 1,008,526 | | Chief Financial Officer | 2022 | $— | | 594,684 | $203,949 | | 798,633 | | | 2021 | $— | | 1,570,772 | $— | | 1,570,772 | | Alex Rose (3) | 2023 | $— | | 318,012 | $373,755 | | 691,767 | | Executive Vice President, General Counsel and Secretary | 2022 | $— | | 239,794 | $82,237 | | 322,031 | | Mark L. Nunneley | 2023 | $— | | 241,689 | $339,974 | | 581,663 | | Former Chief Accounting Officer | 2022 | $— | | 345,295 | $118,421 | | 463,717 | | | 2021 | $— | | 916,286 | $— | | 916,286 |

  28. Summary Compensation Table

    (1)We do not pay salary or bonus compensation to our executive officers, including our named executive officers. However, we grant our executives and the executives and employees of our advisor and its subsidiaries equity-based (and, for 2023 and 2022, certain cash-based incentive compensation) awards, if and to the extent determined appropriate by our Compensation Committee. No allocation of the total compensation paid and benefits provided by Ashford Inc. to its officers and employees who are our named executive officers is made for the time spent by such persons on behalf of either our Company or Ashford Trust. As a result, we have not included any amount of the compensation paid and benefits provided to such persons by Ashford Inc. in the foregoing summary compensation table. (2)Represents the total grant date fair value of restricted stock awards, LTIP unit awards, PSU awards, and performance LTIP awards 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. See notes 2, 11 and 14 to our consolidated financial statements included 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. 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. The grant date fair value of the Performance LTIPs and PSUs assuming target performance is one-half of the amount shown in the table below.

  29. Summary Compensation Table

    | Name | At Maximum | | Richard J. Stockton | $1,667,751 | | Deric S. Eubanks | $839,547 | | Alex Rose | $636,024 | | Mark L. Nunneley | $483,378 |

  30. Summary Compensation Table

    (3)Mr. Rose first became an NEO in 2022. (4)Represents payments for 2023 and 2022 under deferred cash awards granted by the Company in 2023 and 2022, which provide for potential payments over three years.

  31. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  32. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards (1) (#) | | | All Other Equity Awards: Number of Shares of Stock or LTIPs | Grant Date Fair Value of Equity Awards (2) | | | | Threshold | Target | Maximum | | | | Richard J. Stockton | 3/3/2023 | 88,148 | 176,295 | 352,590 | — | $833,875 | | Deric S. Eubanks | 3/3/2023 | 44,374 | 88,747 | 177,494 | — | $419,773 | | Alex Rose | 3/3/2023 | 33,617 | 67,233 | 134,466 | — | $318,012 | | Mark L. Nunneley | 3/3/2023 | 25,549 | 51,097 | 102,194 | — | $241,689 |

  33. 2023 Grants of Plan-Based Awards

    (1)Amounts represent the threshold, target, and maximum number of PSUs or performance LTIPs, at the election of the recipient, pursuant to the March 2023 equity awards for 2022 performance. Subject to forfeiture and the achievement of the applicable performance-based vesting criteria, these awards will vest on December 31, 2025. (2)Computed in accordance with FASB ASC Topic 718, excluding the effect of forfeitures and assuming the target level of achievement.

  34. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table sets forth information concerning outstanding equity awards for each of our named executive officers as of December 31, 2023:

  35. Outstanding Equity Awards at 2023 Fiscal Year End

    | Name | Number of Service-Based Equity Awards That Had Not Vested at December 31, 2023 | Market Value of Service-Based Equity Awards That Had Not Vested at December 31, 2023 (1) | Number of Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2023 | Market Value of Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2023(1) | | Richard J. Stockton | 30,255(2) | $75,638 | — | $— | | | 28,076(3) | $70,190 | — | $— | | | — | $— | 104,593(4) | $261,483 | | | — | $— | 88,148(5) | $220,369 | | Deric S. Eubanks | 19,364(2) | $48,410 | — | $— | | | 17,969(3) | $44,923 | — | $— | | | — | $— | 50,483(4) | $126,206 | | | — | $— | 44,374(5) | $110,934 | | Alex Rose | — | $— | 20,356(4) | $50,890 | | | — | $— | 33,617(5) | $84,041 | | Mark L. Nunneley | 11,296(2) | $28,240 | — | $— | | | 10,482(3) | $26,205 | — | $— | | | — | $— | 29,312(5) | $73,280 | | | — | $— | 25,549(5) | $63,871 |

  36. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Market value of unvested time-based and performance-based awards is based on the closing share price of our common stock on the NYSE on December 29, 2023 of $2.50. (2)These restricted shares or LTIPs were granted on March 15, 2021 with an initial vesting term of three years. One-third of the awards initially granted vested on March 15, 2022; one-third vested on March 15, 2023; and the remaining one-third vested on March 15, 2024. (3)These restricted shares or LTIPs were granted on May 11, 2021 with an initial vesting term of three years. One-third of the awards initially granted vested on March 15, 2022; one-third vested on March 15, 2023; and the remaining one-third vested on March 15, 2024. (4)These PSU awards or Performance LTIPs were granted on March 15, 2022 and assuming continued service and achievement of the specified performance-based vesting criteria, the awards will vest on December 31,2024. Amount reflects the threshold payout level, which is 50% of the target level; however, the actual number of PSUs or Performance LTIPs that will vest could range from 0% to 200% of the target number. (5)These PSU awards or Performance LTIPs were granted on March 3, 2023 and assuming continued service and achievement of the specified performance-based vesting criteria, the awards will vest on December 31, 2025. Amount reflects the threshold payout level, which is 50% of the target level; however, the actual number of PSUs or Performance LTIPs that will vest could range from 0% to 200% of the target number.

  37. Pension Benefits

    Pension Benefits We do not provide pension or retirement benefits to our named executive officers.

  38. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our named executive officers have not received any nonqualified deferred compensation.

  39. Potential Payments Upon Termination of Employment or Change of Control

    Potential Payments Upon Termination of Employment or Change of Control We are not a party to any employment agreements with our executive officers. As a result, all payments we would need to make to any named executive officer upon termination of employment or following a change of control are pursuant to awards granted under our equity incentive plan and the award agreements issued thereunder (which, for our executive officers, incorporate by reference certain acceleration of vesting provisions contained in the employment agreements that each executive officer has entered into with our advisor). Generally, our equity awards (other than performance awards) and our 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 as an employee or consultant of the Company or an affiliate without "cause" (as defined therein) or by the named executive officer for "good reason" (as defined therein); or (iii) the termination without "cause" or resignation for any reason of the named executive officer as an employee or consultant of the Company or an affiliate within one year from the effective date of a change of control of the Company. The PSUs and Performance LTIPs granted to the named executive officers will be eligible for accelerated vesting upon: (i) the termination or removal of the named executive officer as an employee of the Company by the Company without "cause" (including a termination of the advisory agreement with our advisor) or by the named executive officer for "good reason"; (ii) the death or disability of the named executive 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). For the purposes of the plan, the following definitions apply: "Cause" has, with respect to a named executive officer, the same definition as in any employment agreement that such named executive officer has with the Company, Ashford Inc., or any of their respective affiliates. In the employment agreements that our named executive officers have with our advisor, "cause" generally means, in some cases subject to cure rights, the named executive officer's: (i)conviction of, or entry of a plea 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 matter was not taken or omitted in contravention of any applicable policy or directive of our advisor's board of directors); (ii)willful breach of duty of loyalty which is materially detrimental to our advisor or any entity that it advises; (iii)willful failure to perform or adhere to explicitly stated duties or guidelines of employment or to follow the lawful directives of our advisor; (iv)gross negligence or willful misconduct in the performance of duties; (v)willful commission of an act of dishonesty resulting in material economic or financial injury to our advisor or any entity that it advises, or willful commission of fraud; (vi)chronic absence from work for reasons other than illness; or (vii)in the case of Mr. Eubanks, certain other acts or omissions, including without limitation a failure to cooperate with certain investigations or willful conduct that has or could reasonably be expected to have a material adverse effect on our advisor or any entity that it advises or on his ability to function in his assigned role. A "change of control" of the Company is deemed to have occurred when: (i)any person other than (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) Ashford Inc. or an affiliate, (D) a company owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, or (E) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of the shares of voting stock of the Company then outstanding; (ii)the consummation of any merger, organization, business combination, or consolidation of the Company 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 Company 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 Company or the surviving company or the parent of such surviving company; (iii)the consummation of a sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition if the holders of the voting securities of the Company 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, or parent of the acquiror, of such assets, or the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or (iv)individuals who, as of the effective date of the 2013 Equity Incentive Plan, constituted our Board cease for any reason to constitute at least a majority of our Board; provided, however, that any individual becoming a director subsequent to the effective date whose election by our Board was approved by a vote of at least a majority of the directors then comprising the Board is considered as though such individual were a member of the initial Board, but excluding, for this purpose, any such individual whose initial assumption of office 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. "Good reason" has, with respect to a named executive officer, the same definition as in any employment agreement that such named executive officer has with the Company, Ashford Inc., or any of their respective affiliates. In the employment agreements that our named executive officers have with our advisor, "good reason" generally means: (i)the assignment to the named executive officer of any duties, responsibilities, or reporting requirements inconsistent with his or her position, or any material diminishment of the named executive officer's duties, responsibilities, or status; (ii)a reduction by our advisor in the named executive officer's base salary or target bonus; (iii)the requirement that the principal place of business at which the named executive officer performs his or her duties be changed to a location outside the greater Dallas metropolitan area; or (iv)any material breach by the advisor of the employment agreement.

  40. Potential Payments Upon Termination of Employment or Change of Control

    The following table sets forth the value of the equity and deferred cash awards held by the Company's named executive officers as of December 31, 2023 whose vesting would accelerate in the circumstances described above, assuming a common stock value of $2.50 per share, the closing share price of the common stock as of December 29, 2023, and, as applicable, that the outstanding performance-based awards are paid out at the target level, other than the performance LTIPs, which assume the maximum level. The actual amount paid out to an executive upon an actual termination or change of control can only be determined at the time of such event.

  41. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Change in Control (No Termination) (1) | Involuntary Termination from Advisor, Death, Disability and Non-Renewal of Employment Agreement(1) | | Richard J. Stockton | $1,486,668 | $3,537,598 | | Deric S. Eubanks | $726,693 | $1,793,582 | | Alex Rose | $269,863 | $935,135 | | Mark L. Nunneley | $420,863 | $1,036,835 |

  42. Potential Payments Upon Termination of Employment or Change of Control

    (1) Values assume that the outstanding performance-based awards are paid out at the target level, other than the performance LTIPs, which assume the maximum level.

  43. Pay Ratio Disclosure

    Pay Ratio Disclosure In August 2015, the SEC issued final rules implementing the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require U.S. publicly-traded companies to disclose the ratio of their Chief Executive Officer's compensation to that of their median employee. Disclosure pursuant to such rules is not included herein because we do not have any employees.

  44. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  45. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid (5) to PEO | Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid (5) to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss) Attributable to Common Stockholders (in thousands) | Adjusted EBITDAre (in thousands) (1) | | | | | | | Total Stockholder Return | Peer Group (4) Total Stockholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $1,997,705 | $108,998 | $760,652 | $127,461 | $30.35 | $94.80 | $(74,040) | $176,748 | | 2022 | $1,654,662 | $1,656,914 | $528,127 | $543,101 | $46.88 | $76.50 | $(10,696) | $172,408 | | 2021 | $2,454,338 | $2,446,288 | $1,497,143 | $1,547,429 | $57.11 | $90.32 | $(40,004) | $87,465 | | 2020 | $495,423 | $(1,288,688) | $229,486 | $(483,842) | $51.62 | $76.40 | $(115,481) | $(4,535) |

  46. Pay Versus Performance Disclosure

    (1)For a reconciliation of Adjusted EBITDAre to a measure under GAAP in the United States, see Annex A. (2)Mr. Stockton was PEO in 2023, 2022, 2021 and 2020. (3)2023: Messrs. Rose, Eubanks and Nunneley; 2022: Messrs. Rose, Eubanks and Nunneley; 2021: Messrs. Robert G. Haiman, Eubanks, Nunneley and Welter; 2020: Messrs. Haiman, Eubanks, Welter and J. Robison Hays, III. (4)FTSE NAREIT Lodging & Resorts Index. (5)Compensation Actually Paid is the summary compensation table total for the PEO (column (b) above) and average summary compensation table total for the Non-PEO NEOs (column (d) above), as applicable, with the following adjustments to the value of equity adjusted for 2023 as follows pursuant to Item 402(v)(2)(iii)(C) of Regulation S-K:

  47. Pay Versus Performance Disclosure

    | | PEO | Non-PEO NEOs | | | 2023 | 2023 | | Summary Compensation Table Total | $1,997,705 | $760,652 | | SCT Reversal | $(833,875) | $(326,491) | | New awards outstanding | $396,664 | $155,308 | | Change in value of prior-year awards | $(856,396) | $(275,089) | | New awards vested during the year | $— | $173,780 | | Vested prior-year awards | $(606,766) | $(364,640) | | Forfeitures | $— | $— | | Dividends | $11,666 | $3,941 | | Compensation Actually Paid | $108,998 | $127,461 |

  48. Relationship Between Compensation Actually Paid (CAP) and Financial Performance Measures in the Pay Versus Performance Table

    Relationship Between Compensation Actually Paid (CAP) and Financial Performance Measures in the Pay Versus Performance Table Total Shareholder Return is calculated assuming a $100 investment in the Company at the beginning of the period, calculated through the end of the applicable year shown based on the Company's share price and assuming the reinvestment of any dividends during the applicable measurement period.