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Share Name | Share Symbol | Market | Type |
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Braemar Hotels and Resorts Inc | NYSE:BHR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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-0.04 | -1.47% | 2.69 | 2.77 | 2.66 | 2.73 | 195,315 | 22:38:50 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Meeting Date:
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Thursday, May 14, 2020
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Meeting Time:
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9:00 a.m., Central Time
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Location:
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Braemar Hotels & Resorts Inc.
14185 Dallas Parkway, Suite 1200 Dallas, Texas 75254 |
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Election of seven directors;
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Advisory approval of our executive compensation;
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Advisory approval on the frequency of future advisory votes on executive compensation;
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Ratification of the appointment of BDO USA, LLP as our independent auditor for 2020; and
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Transaction of any other business that may properly come before the annual meeting.
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In person: Attend the annual meeting and vote by ballot.
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By telephone: Call the telephone number and follow the instructions on your proxy card.
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Via the internet: Go to the website address shown on your proxy card and follow the instructions on the website.
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By mail: Mark, sign, date and return the enclosed proxy card in the postage paid envelope.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2020.
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The Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2019, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as amended, are available at www.bhrreit.com by clicking the “INVESTOR” tab, then the “Financials & SEC Filings” tab and then the “Annual Meeting Material” link.
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2020 Proxy Statement
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“we,” “our,” “us,” “Braemar,” and the “Company” each refers to Braemar Hotels & Resorts Inc., a Maryland corporation and real estate investment trust (“REIT”), which has shares of its common stock, par value $0.01 per share, listed for trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “BHR”;
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“Annual Meeting” refers to the 2020 annual meeting of stockholders of the Company;
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“Ashford Trust” refers to Ashford Hospitality Trust, Inc. (NYSE: AHT), a Maryland corporation and REIT from which we were spun off in November 2013;
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“Ashford Inc.” refers to Ashford Inc. (NYSE American: AINC), a Nevada corporation;
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“Ashford LLC” refers to Ashford Hospitality Advisors LLC, a Delaware limited liability company and a subsidiary of Ashford Inc.;
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“Board” or “Board of Directors” refers to the Board of Directors of Braemar Hotels & Resorts Inc.;
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“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
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“Premier” refers to Premier Project Management LLC, a Maryland limited liability company and a subsidiary of Ashford LLC that is our provider of project management services. On August 8, 2018, Ashford Inc. completed its acquisition of Premier, the business of which was formerly owned by Remington Lodging (as defined below). As a result, Ashford Inc. (through its indirect subsidiary, Premier) provides us with project management services, including construction management, interior design, architectural services, and the purchasing, expediting, warehousing coordination, freight management and supervision of installation of fixtures, furniture, furnishings and equipment and related services;
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“Remington Lodging” refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company and hotel management company that was owned by Mr. Monty J. Bennett, our Chairman of the Board, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust before its acquisition by Ashford Inc. on November 6, 2019. “Remington Hotels” refers to the same entity after the acquisition was completed, resulting in Remington Lodging & Hospitality, LLC becoming a subsidiary of Ashford Inc.;
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“SEC” refers to the U.S. Securities and Exchange Commission; and
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“Securities Act” refers to the Securities Act of 1933, as amended.
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2020 Proxy Statement 1
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Time and Date
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Record Date
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9:00 a.m., Central Time, May 14, 2020
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March 20, 2020
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Place
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Number of
Common Shares Eligible to Vote at the Annual Meeting as of the Record Date |
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Braemar Hotels & Resorts Inc.
14185 Dallas Parkway, Suite 1200 Dallas, Texas 75254 |
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33,519,263
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Matter
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Board Recommendation
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Page Reference
(for more detail) |
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Election of Directors
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✔ For each director nominee
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Advisory Approval of Our Executive Compensation
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✔ For
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Advisory Approval on the Frequency of Future Advisory Votes on Executive Compensation
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✔ Every Year
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Ratification of Appointment of BDO USA, LLP
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✔ For
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Name; Age
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Director
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Principal Occupation
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Committee
Memberships* |
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Other U.S. Public
Company Boards |
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A
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CC
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NCG
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RPT
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Monty J. Bennett, 54
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2013
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Chairman and CEO of Ashford Inc.; Chairman of Ashford Trust
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Ashford Inc.; Ashford Trust
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Stefani D. Carter, 42 (L)
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2013
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Senior Counsel at Estes Thorne & Carr PLLC
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Wheeler Real Estate Investment Trust
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Candace Evans, 65
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2019
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Founder and Publisher of CandysDirt.com
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Kenneth H. Fearn, Jr., 54 (F)
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2016
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Founder and Managing Partner of Integrated Capital LLC
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Curtis B. McWilliams, 64 (F)
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2013
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Retired President and CEO of CNL Real Estate Advisors, Inc.
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Ardmore Shipping Corporation; RW Holdings NNN REIT, Inc.
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Matthew D. Rinaldi, 44
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2013
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General Counsel of Qantas Healthcare Management, LLC and its affiliated medical facilities
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Abteen Vaziri, 41 (F)
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2017
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Managing Director of Brevet Capital Management
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2020 Proxy Statement
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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.
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2020 Proxy Statement 3
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Board Independence
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All directors except our Chairman are independent
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Leadership Structure
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Chairman of the Board separate from CEO
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Independent and empowered lead independent director (“Lead Director”) with broadly defined authority and responsibilities
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Risk Oversight
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Regular Board review of enterprise risk management and related policies, processes and controls
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Board committees exercise oversight of risk for matters within their purview
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Open Communication
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We encourage open communication and strong working relationships among the Lead Director, Chairman, CEO and other directors and officers
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Our directors have direct access to our officers and management and employees of our advisor
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2020 Proxy Statement
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Stock Ownership
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Stock ownership and equity award retention guidelines for directors and executives
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our directors should own shares of granted common stock in excess of 3x the annual Board retainer fee
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our CEO should own shares of granted common stock in excess of 6x his annual base salary
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our President (if not the CEO) should own shares of granted common stock in excess of 4x his or her annual base salary
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our other executive officers should own shares of granted common stock in excess of 3x his or her annual base salary
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our directors and executive officers are permitted to sell vested stock awards only if, upon doing so, the required ownership levels described above continue to be met
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Comprehensive insider trading policy
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Prohibitions on hedging and pledging transactions
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Accountability to Stockholders
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Directors elected by majority vote in uncontested director elections
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We have a non-classified Board and elect every director annually
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We have adopted proxy access (stockholders may include nominees in our proxy materials)
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We do not have a stockholder rights plan
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We have opted out of the Maryland Business Combination Act and Maryland Control Share Acquisition Act (which had provided certain takeover defenses)
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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
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Stockholders holding a stated percentage of our outstanding voting shares may call special meetings of stockholders
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Board receives regular updates from management regarding interaction with stockholders and prospective investors
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Board Practices
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Robust annual Board and committee self-evaluation process
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Mandatory director retirement at age 70 unless waived by the Board
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Balanced and diverse board composition
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Limits on outside public company board service
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Conflicts of Interest
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Matters relating to our advisor or any other related party are subject to the approval of independent directors or Related Party Transactions Committee
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2020 Proxy Statement 5
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6
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2020 Proxy Statement
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The Board unanimously recommends a vote FOR all nominees.
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MONTY J. BENNETT
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Age: 54 Chairman since 2013 |
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Mr. Monty J. Bennett has served as Chairman of our Board of Directors since April 2013, and also served as Chief Executive Officer of the Company from April 2013 to November 2016. He has served as the Chief Executive Officer and Chairman of the board of directors of Ashford Inc. since November 2014. Mr. Bennett has also served on Ashford Trust’s board of directors since May 2003 and served as its Chief Executive Officer from that time until February 2017. Effective in January 2013, Mr. Bennett was appointed as the Chairman of the board of directors of Ashford Trust. Prior to January 2009, Mr. Bennett served as Ashford Trust’s President. Mr. Bennett currently serves as the chair of Ashford Trust’s acquisitions committee. Mr. Bennett joined Remington Lodging in 1992 and has served in several key positions, such as Chief Executive Officer, President, Executive Vice President, Director of Information Systems, General Manager and Operations Director.
Mr. 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 25 years of experience in the hotel industry and has experience in virtually all aspects of the hospitality industry, including hotel ownership, finance, operations, development, asset management and project management. He is a member of the American Hotel & Lodging Association’s Industry Real Estate Finance Advisory Council (IREFAC), and is on the Advisory Editorial board for GlobalHotelNetwork.com. He is also a member of the CEO 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. Mr. Bennett is a frequent speaker and panelist for various hotel development and industry conferences, including the NYU Lodging Conference and the Americas Lodging Investment Summit conferences. 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. |
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2020 Proxy Statement 7
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STEFANI D. CARTER
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Age: 42 Director since 2013 Independent Lead Director Committees: • Nominating and Corporate Governance (chair) • Related Party Transactions |
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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 director of Wheeler Real Estate Investment Trust (NASDAQ: WHLR), a commercial real estate investment company. 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 serves as Senior Counsel at the law firm of Estes Thorne & Carr PLLC, a position she has held since November 2017. From 2011 to November 2017, Ms. Carter served as a principal at the law firm of Stefani Carter & Associates, LLC. In addition, Ms. Carter served as an elected representative of Texas House District 102 in the Texas House of Representatives (the “Texas House”) between 2011 and 2015, serving as a member on several Texas House committees, including the Committee on Appropriations, the Energy Resources Committee, and the Select Committee on Criminal Procedure Reform during that period. Ms. Carter also served as a member and Vice-Chair of the Texas House Committee on Criminal Jurisprudence during that period. 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 and 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. |
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2020 Proxy Statement
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CANDACE EVANS
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Age: 65 Director since 2019 Independent Committees: • Compensation |
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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 is 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 people. Banner, display and native ad sales have increased more than 10% per year since the sites were founded. Ms. Evans is also a 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 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 expertise and 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. |
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2020 Proxy Statement 9
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KENNETH H. FEARN, JR.
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Age: 54 Director since 2016 Independent Audit Committee Financial Expert Committees: • Related Party Transactions (chair) • Audit • Compensation |
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Mr. Fearn joined the Board of Directors in August 2016. He currently serves as chair of our Related Party Transactions Committee and as a member on our Audit Committee and Compensation 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 has served on the Marriott International Owner Advisory Board since 2006 and is 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 21 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. |
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10
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2020 Proxy Statement
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CURTIS B. MCWILLIAMS
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Age: 64 Director since 2013 Independent Audit Committee Financial Expert Committee: • Audit (chair) |
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Mr. McWilliams has served as a member of the Board of Directors since November 2013 and currently serves as chair of our Audit Committee. He also serves as the Non-Executive Chairman and director of Ardmore Shipping Corporation (NYSE: ASC) and as a director of RW Holdings NNN REIT, Inc., a publicly registered, non-listed REIT. Mr. McWilliams retired from his position as President and Chief Executive Officer of CNL Real Estate Advisors, Inc. in 2010 after serving in such role since 2007. CNL Real Estate Advisors, Inc. provides advisory services relating to commercial real estate acquisitions and asset management and structures strategic relationships with U.S. and international real estate owners and operators for investments in commercial properties across a wide variety of sectors. From 1997 to 2007, Mr. McWilliams also served as the President and Chief Executive Officer, as well as serving as a director from 2005 to 2007, of Trustreet Properties, Inc., which under his leadership became the then-largest publicly-traded restaurant REIT with over $3.0 billion in assets. Mr. McWilliams has approximately 19 years of experience with REITs and, during his career at CNL Real Estate Advisors, Inc., helped launch and then served as the President of two REIT joint ventures between CNL and Macquarie Capital and the external advisor for both such REITs. Mr. McWilliams previously served on the board of directors and as the Audit Committee Chairman of CNL Bank, a state bank in Florida, from 1999 to 2004. Mr. McWilliams also has approximately 19 years of investment banking experience at Merrill Lynch & Co., where he started as an associate and later served for several years as a Managing Director. Mr. McWilliams has a Master’s in Business Administration with a Concentration in Finance from the University of Chicago Graduate School of Business and a Bachelor of Science in Engineering in Chemical Engineering from Princeton University.
Experience, Qualifications, Attributes and Skills: Mr. McWilliams brings his business and management experience gained while serving as President and Chief Executive Officer of two different companies, including one NYSE-listed REIT, as well as his investment banking experience and his experience as a public company director and Audit Committee Chairman, to the Board of Directors. In addition, Mr. McWilliams 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. |
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2020 Proxy Statement 11
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MATTHEW D. RINALDI
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Age: 44 Director since 2013 Independent Committees: • Compensation (chair) • Related Party Transactions |
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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 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 Qantas Healthcare Management, LLC and its affiliated medical facilities, a position he has held since June 2017. Mr. Rinaldi also served as an elected representative of Texas House District 115 in the Texas House from 2014 to 2019. Previously, 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 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, 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. |
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12
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2020 Proxy Statement
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ABTEEN VAZIRI
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Age: 41 Director since 2017 Audit Committee Financial Expert Independent Committees: • Audit • Nominating and Corporate Governance |
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Mr. Vaziri has served as a member of the Board of Directors since October 2017. He currently serves 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 a Managing Director at Brevet Capital Management, a position he has held since June 2018. Mr. Vaziri currently manages the real estate fund within the Brevet umbrella with around $280 million in real estate assets. Mr. Vaziri procures, structures, and helps underwrite real estate assets in the portfolio. Mr. Vaziri also leads several efforts at the fund which include the EB-5 financing business, mezzanine and bridge lending of new construction loans, historical tax credit bridging, the infrastructure initiative, and exploring the launch of an opportunity zone fund within the Brevet umbrella. 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 from the ground up. 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.
Experience, Qualifications, Attributes and Skills: Mr. Vaziri brings his familiarity with the hotel industry, his real estate experience, and his experience as a director of an institutional real estate lender to the Board. He also has significant experience in strategic planning, accounting, finance and risk management. |
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2020 Proxy Statement 13
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14
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2020 Proxy Statement
|
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•
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
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•
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full, fair, accurate, timely and understandable disclosure in our reports filed with the SEC and our other public communications;
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•
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compliance with applicable governmental laws, rules and regulations;
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•
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prompt internal reporting of violations of the code to appropriate persons identified in the code;
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•
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protection of Company assets, including corporate opportunities and confidential information; and
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•
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accountability for compliance to the code.
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2020 Proxy Statement 15
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•
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preside at all executive sessions of the independent or non-employee directors of the Company;
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•
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advise the Chairman of the Board and the Chief Executive Officer of decisions reached and suggestions made at meetings of independent directors or non-employee directors of the Company;
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•
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serve as liaison between the Chairman of the Board and the independent directors;
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•
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approve information sent to the Board;
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•
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approve meeting agendas for the Board;
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•
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approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;
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•
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authorize the calling of meetings of the independent directors; and
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•
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if requested by major stockholders, be available for consultation and direct communication.
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16
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2020 Proxy Statement
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•
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emergency Chief Executive Officer succession;
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•
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Chief Executive Officer succession in the ordinary course of business; and
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•
|
succession for the other members of senior management.
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•
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integrity, experience, achievements, judgment, intelligence, competence, personal character, expertise, skills, knowledge useful to the oversight of the Company’s business, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties and likelihood of a sustained period of service on the Board;
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•
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business or other relevant experience; and
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•
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the extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company.
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2020 Proxy Statement 17
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18
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2020 Proxy Statement
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2020 Proxy Statement 19
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20
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2020 Proxy Statement
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Audit
|
| |
Compensation
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Nominating
and Corporate Governance |
| |
Related Party
Transactions |
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Stefani D. Carter
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Chair
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✔
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Candace Evans
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✔
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Kenneth H. Fearn, Jr.
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✔
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✔
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Chair
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Curtis B. McWilliams
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Chair
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Matthew D. Rinaldi
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Chair
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✔
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Abteen Vaziri
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✔
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✔
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Audit Committee
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Current Members:
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Curtis B. McWilliams (chair), Kenneth H. Fearn, Jr. and Abteen Vaziri
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Independence
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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.
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Number of Meetings in 2019:
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5
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Key Responsibilities
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•
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Evaluate the performance, qualifications and independence of the independent auditor;
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•
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review with the independent auditor and the Chief Financial Officer and controller the audit scope and plan;
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•
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approve in advance all audit and non-audit engagement fees;
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•
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if necessary, to appoint or replace our independent auditor;
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•
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meet to review with management and the independent auditor the annual audited and quarterly financial statements;
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•
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recommend to our Board whether the Company’s financial statements should be included in the Annual Report on Form 10-K;
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•
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prepare the audit committee report that the SEC rules and regulations require to be included in the Company’s annual proxy statement;
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•
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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;
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•
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annually review the effectiveness of the internal audit function;
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•
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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
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•
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evaluate its own performance and deliver a report to the Board setting forth the results of such evaluation.
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22
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2020 Proxy Statement
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Compensation Committee
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| ||||||
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Current Members:
|
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Matthew D. Rinaldi (chair), Candace Evans and Kenneth H. Fearn, Jr.
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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.
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Number of Meetings in 2019:
|
| |
1
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| |||
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Key Responsibilities
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•
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| |
Review the Company’s equity compensation programs to ensure the alignment of the interests of key leadership with the long term interests of stockholders;
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•
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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;
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•
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make recommendations to our Board with respect to the equity compensation of executive officers;
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•
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review the performance of our officers;
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•
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| |
review and approve the officer compensation plans, policies and programs;
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| |
•
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| |
annually review the compensation paid to non-employee directors for service on our Board and make recommendations to our Board regarding any proposed adjustments to such compensation;
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| |
•
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| |
prepare an annual report on executive compensation for the Company’s annual proxy statement; and
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| |
•
|
| |
administer the Company’s equity incentive plan.
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|
|
Nominating and Corporate Governance Committee
|
| ||||||
|
Current Members:
|
| |
Stefani D. Carter (chair) and Abteen Vaziri
|
| |||
|
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 2019:
|
| |
7
|
| |||
|
Key Responsibilities
|
| |
•
|
| |
Assess, develop and communicate with our Board for our Board’s approval the appropriate criteria for nominating and appointing directors;
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| |
•
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| |
recommend to our Board the director nominees for election at the next annual meeting of stockholders;
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| |
•
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| |
identify and recommend candidates to fill vacancies on our Board occurring between annual stockholder meetings;
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| |
•
|
| |
when requested by our Board, recommend to our Board director nominees for each committee of our Board;
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|
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|
| |
•
|
| |
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;
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|
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| |
•
|
| |
perform a leadership role in shaping in our corporate governance; and
|
|
|
|
| |
•
|
| |
oversee a self-evaluation of our Board.
|
|
|
Related Party Transactions Committee
|
| ||||||
|
Members:
|
| |
Kenneth H. Fearn, Jr. (chair), Stefani D. Carter and Matthew D. Rinaldi
|
| |||
|
Number of Meetings in 2019:
|
| |
8
|
| |||
|
Key Responsibilities
|
| |
•
|
| |
Review any transaction in which our officers, directors, Ashford Inc. or Ashford Trust 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 independent directors on past approved related party transactions.
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| |
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24
|
| |
2020 Proxy Statement
|
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|
Capacity
|
| |
Additional
Annual Retainer |
|
|
Lead Director
|
| |
$25,000
|
|
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Audit Committee Chairman
|
| |
$25,000
|
|
|
Audit Committee Member (Non-Chairman)
|
| |
$5,000
|
|
|
Compensation Committee Chairman
|
| |
$15,000
|
|
|
Nominating and Corporate Governance Committee Chairman
|
| |
$10,000
|
|
|
Related Party Transactions Committee Chairman
|
| |
$15,000
|
|
|
Related Party Transactions Committee Member (Non-Chairman)
|
| |
$10,000
|
|
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| |
|
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| |
2020 Proxy Statement 25
|
|
|
Name
|
| |
Fees
Earned or Paid in Cash |
| |
LTIP/Stock
Awards(1) |
| |
All Other
Compensation(2) |
| |
Total
|
|
|
Monty J. Bennett
|
| |
$—
|
| |
$—
|
| |
$2,114,117
|
| |
$2,114,117
|
|
|
Stefani D. Carter
|
| |
$132,000
|
| |
$51,984
|
| |
—
|
| |
$183,984
|
|
|
Mary C. Evans(3)
|
| |
$37,842
|
| |
$51,699
|
| |
—
|
| |
$89,541
|
|
|
Kenneth H. Fearn, Jr.
|
| |
$120,000
|
| |
$51,984
|
| |
—
|
| |
$171,984
|
|
|
Curtis B. McWilliams
|
| |
$121,250
|
| |
$51,984
|
| |
—
|
| |
$173,234
|
|
|
Matthew D. Rinaldi
|
| |
$111,000
|
| |
$51,984
|
| |
—
|
| |
$162,984
|
|
|
Abteen Vaziri
|
| |
$80,500
|
| |
$51,699
|
| |
—
|
| |
$132,199
|
|
(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, which was July 31, 2019. See notes 2, 13 and 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the SEC on March 13, 2020) for a discussion of the assumptions used in the valuation of stock-based awards.
|
(2)
|
As described above, Mr. Bennett’s annual equity 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, and is therefore disclosed in the “All Other Compensation” column. Mr. Bennett’s award for fiscal 2019 was granted on February 28, 2019, and he elected to receive it in restricted stock and performance stock units. See notes 2, 13 and 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the SEC on March 13, 2020) for a discussion of the assumptions used in the valuation of stock-based awards. As of December 31, 2019, Mr. Bennett held 169,526 service-based LTIP units, 64,103 time-based shares of restricted stock, 148,185 performance-based LTIP units, assuming that the applicable performance metrics are achieved at the maximum level, and 64,103 performance-based restricted stock units, assuming that the applicable performance metrics are achieved at the target level.
|
(3)
|
Ms. Evans was elected to the Board at the Annual Meeting of Stockholders held on July 31, 2019.
|
|
|
| |
|
|
|
26
|
| |
2020 Proxy Statement
|
|
|
|
| |
Age
|
| |
Title
|
|
|
Richard J. Stockton
|
| |
49
|
| |
President and Chief Executive Officer
|
|
|
Robert G. Haiman
|
| |
51
|
| |
Executive Vice President, General Counsel and Secretary
|
|
|
Deric S. Eubanks
|
| |
44
|
| |
Chief Financial Officer and Treasurer
|
|
|
Mark L. Nunneley
|
| |
62
|
| |
Chief Accounting Officer
|
|
|
Jeremy J. Welter
|
| |
43
|
| |
Chief Operating Officer
|
|
|
J. Robison Hays, III
|
| |
42
|
| |
Chief Strategy Officer
|
|
|
RICHARD J. STOCKTON
|
| |||
|
President and Chief Executive Officer Age: 49 Executive since 2016 |
| |
Mr. Stockton has served as our Chief Executive Officer since November 2016 and as President since April 2017. Prior to joining our Company, Mr. Stockton served as Global Chief Operating Officer for Real Estate at CarVal Investors, a subsidiary of Cargill Inc. with approximately $1 billion in real estate investments in the United States, Canada, United Kingdom and France, beginning in August 2015. He spent over 15 years at Morgan Stanley in real estate investment banking where he rose from Associate to Managing Director and regional group head. At Morgan Stanley, he was head of EMEA Real Estate Banking in London, executing business across Europe, the Middle East and Africa. He was also appointed co-head of the Asia Pacific Real Estate Banking Group, where he was responsible for a team across Hong Kong, Singapore, Sydney and Mumbai. He left Morgan Stanley in 2013 to become President & CEO-Americas for OUE Limited, a publicly listed Singaporean property company with over $5 billion in assets from February 2013 to March 2015. Mr. Stockton is a frequent speaker and panelist at industry conferences and events. 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. |
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| |
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| |
2020 Proxy Statement 27
|
|
|
ROBERT G. HAIMAN
|
| |||
|
Executive Vice President, General Counsel and Secretary Age: 51 Executive since 2018 |
| |
Mr. Haiman is our Executive Vice President, General Counsel and Secretary, and he serves in the same roles for Ashford Trust and Ashford Inc. Prior to joining us in 2018, Mr. Haiman spent 14 years at Remington Lodging, where he oversaw a variety of legal and business initiatives for one of the largest third party hotel management companies in the country. Most recently, Mr. Haiman served as Remington Lodging’s Chief Legal Officer, overseeing all legal matters related to Remington Lodging’s hotel and project management businesses. Previously, he led the initiative to develop “The Gallery,” Remington’s collection of independent luxury hotels. Mr. Haiman has been a frequent speaker at various lodging conferences, and he was a founding member of the board of directors of the National Association of Condo Hotel Owners.
From 1996 through 2004, Mr. Haiman was a real estate attorney in the Dallas office of Gibson, Dunn & Crutcher LLP, where he represented owners, lenders and developers in connection with the acquisition, development, financing and sale of commercial, residential and light industrial projects. Mr. Haiman holds a B.A. degree from Amherst College and a J.D. from Duke University School of Law, where he was a member of the Duke Law Journal and the Moot Court Board. |
|
|
DERIC S. EUBANKS
|
| |||
|
Chief Financial Officer and Treasurer Age: 44 Executive since 2014 |
| |
Mr. Eubanks has served as our Chief Financial Officer and Treasurer since June 2014. He has served in that capacity for each of Ashford Inc. and Ashford Trust since June 2014. Previously, Mr. Eubanks had served as our Senior Vice President of Finance since November 2013, a position he had also held at Ashford Trust since September 2011. Prior to his role as Senior Vice President of Finance at Ashford Trust, 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 for Ashford Trust. Mr. Eubanks has been with Ashford Trust since its initial public offering in August 2003. Mr. Eubanks has written several articles for industry publications and is a frequent speaker at industry conferences and industry round tables. Before joining Ashford Trust, Mr. Eubanks was a Manager of Financial Analysis for ClubCorp, where he assisted in underwriting and analyzing investment opportunities in the golf and resort industries.
Mr. Eubanks earned a Bachelor of Business Administration degree from the Cox School of Business at Southern Methodist University and is a CFA charter holder. He is a member of the CFA Institute and the CFA Society of Dallas-Fort Worth. |
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|
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| |
|
|
|
28
|
| |
2020 Proxy Statement
|
|
|
MARK L. NUNNELEY
|
| |||
|
Chief Accounting Officer Age: 62 Executive since 2013 |
| |
Mr. Nunneley has served as our Chief Accounting Officer since April 2013. Mr. Nunneley has also served as Chief Accounting Officer of Ashford Inc. since November 2014 and Ashford Trust since May 2003. From 1992 until 2003, Mr. Nunneley served as Chief Financial Officer of Remington Lodging. He previously served as a tax consultant at Arthur Andersen & Company and as a tax manager at Deloitte & Touche. During his career, he has been responsible for the preparation, consultation and review of federal and state income tax, franchise and sales and use tax returns for hundreds of partnerships, corporations and individuals. Mr. Nunneley is also responsible for the ad valorem tax function which includes successfully appealing and receiving refunds in the millions of dollars. Mr. Nunneley is a 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 in Business Administration from Pepperdine University in 1979 and his Master of Science in Accounting from the University of Houston in 1981. |
|
|
JEREMY J. WELTER
|
| |||
|
Chief Operating Officer Age: 43 Executive since 2013 |
| |
Mr. Welter has served as our Chief Operating Officer since March 2018 and has also served in that capacity for Ashford Trust since March 2018. He has also served as Co-President and Chief Operating Officer for Ashford Inc. since March 2018. He served as our Executive Vice President, Asset Management from April 2013 to March 2018, and served in that capacity for Ashford Inc. from November 2014 to March 2018, and for Ashford Trust from March 2011 to March 2018. From August 2005 until December 2010, Mr. Welter was employed by Remington Lodging in various capacities, most recently serving as its Chief Financial Officer. From July 2000 through July 2005, Mr. Welter was an investment banker 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 oversees the asset management, capital management and acquisition underwriting functions for Ashford Trust and Braemar as well as the operations of Ashford Inc., including both its asset management advisory business and its hospitality products and services business. Mr. Welter is responsible for the growth of Ashford Inc.’s products and services line of business through strategic acquisitions and investments in businesses that are engaged in providing hospitality products and services and developing and overseeing their operations and growth. He has led the acquisition or investment in OpenKey, J&S Audio Visual, BAV Services, Lismore Capital, Kalibri Labs, PURE Rooms and RED Hospitality and Leisure. Mr. Welter is a current member of Marriott’s Owner Advisor Council and serves as a board member for the American Hotel and Lodging Association. Mr. Welter is a frequent speaker and panelist for various lodging investment and development conferences, including the NYU Lodging Conference. Mr. Welter is a dual citizen of the United States and Luxembourg.
Mr. Welter earned his Bachelor of Science in Economics from Oklahoma State University, where he served as student body president and graduated summa cum laude. |
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|
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| |
|
|
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|
| |
2020 Proxy Statement 29
|
|
|
J. ROBISON HAYS, III
|
| |||
|
Chief Strategy Officer Age: 42 Executive since 2015 |
| |
Mr. Hays has served as our Chief Strategy Officer since May 2015. Previously, he served as Senior Vice President of Corporate Finance and Strategy for us, Ashford Inc. and Ashford Trust until May 2015. Mr. Hays has also served as Co-President of Ashford Inc. since March 2018 and as the Chief Strategy Officer for Ashford Inc. since November 2014, where he is a member of the board of directors. Mr. Hays has also served as the Chief Strategy Officer for Ashford Trust and Braemar since May 2015. Mr. Hays has been with Ashford Trust since April 2005. 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 our 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 Ashford Trust’s investor relations group. Prior to joining Ashford Trust, 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 globally. He earned his A.B. degree in Politics with a certificate in Political Economy from Princeton University and later studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy. |
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|
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| |
|
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|
30
|
| |
2020 Proxy Statement
|
|
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|
| |
|
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|
| |
2020 Proxy Statement 31
|
|
|
|
| |
|
|
|
32
|
| |
2020 Proxy Statement
|
|
|
What We Do
|
| |
What We Don’t Do
|
| ||||||
|
|
| |
Pay for Performance. A substantial portion of our equity grants are tied to rigorous relative TSR 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 can recover performance-based equity 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.
|
|
•
|
Under the terms of our advisory agreement, we incurred a total advisory fee of approximately $20.5 million to Ashford Inc., comprising a base fee of approximately $10.8 million, approximately $2.3 million for reimbursable expenses, and equity-based compensation expense of approximately $7.4 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and its affiliates.
|
•
|
No specific portion of our advisory fees 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.
|
•
|
For 2019, our named executive officers received total cash compensation of approximately $5.5 million from Ashford Inc. The total cash compensation paid by Ashford Inc. to our named executive officers was comprised of approximately $2.3 million in salaries and approximately $3.2 million in cash bonus awards. In addition, Ashford Inc. granted options to purchase a total of 125,000 shares of Ashford Inc. common stock with a grant date fair value of approximately $3.3 million to Ashford Inc.’s officers and employees who are also our named executive officers.
|
•
|
Not all of the cash compensation received by our named executive officers from Ashford Inc. was attributable to services performed by its employees in their capacity as our executive officers. Based on a review of the proportion that the operations of the Company represents of the total operations managed by Ashford LLC using various measures of size (revenue, assets and total enterprise value), we estimate that approximately 20% of the compensation paid by Ashford Inc. to our named executive officers is attributable to services provided by our named executive officers to us.
|
•
|
The cash bonus awards paid by Ashford Inc. to its employees who are our named executive officers pursuant to Ashford Inc.’s non-equity incentive plan represent variable incentive compensation that was
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 33
|
|
|
|
| |
|
|
|
34
|
| |
2020 Proxy Statement
|
|
|
Performance Level
|
| |
Company’s
Percentile Rank |
| |
Award Level
(% of Target) |
|
|
Below Threshold
|
| |
<20th
|
| |
0%
|
|
|
Threshold
|
| |
20th
|
| |
30%
|
|
|
|
| |
35th
|
| |
65%
|
|
|
Target
|
| |
50th
|
| |
100%
|
|
|
|
| |
65th
|
| |
143%
|
|
|
|
| |
75th
|
| |
171%
|
|
|
Maximum
|
| |
85th
|
| |
200%
|
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 35
|
|
|
2019 Business Objectives
|
| |
Target
|
| |
Actual
|
| |
Meet or
Exceed Target |
| |||
|
1.
|
| |
Budgeted AFFO/Share
|
| |
$1.00
|
| |
$1.41
|
| |
Yes
|
|
|
2.
|
| |
Budgeted Adjusted EBITDre
|
| |
$113.5M
|
| |
$121.5M
|
| |
Yes
|
|
|
3.
|
| |
Maintain or Grow REVPar Ranking at 50% of Hotels
|
| |
5 of 10 Hotels
|
| |
7 of 10 Hotels
|
| |
Yes
|
|
|
4.
|
| |
Complete Courtyard Philadelphia and Courtyard San Francisco Conversions
|
| |
Completion
|
| |
Completed
|
| |
Yes
|
|
|
5.
|
| |
Number of Investor and Analyst Meetings
|
| |
250
|
| |
345
|
| |
Yes
|
|
|
Executive
|
| |
March 2020
Equity Award for 2019 Performance |
| |
February 2019
Equity Award for 2018 Performance |
|
|
Richard J. Stockton
|
| |
140,000(2)
|
| |
128,206(2)
|
|
|
Deric S. Eubanks
|
| |
65,000(2)
|
| |
60,096(2)
|
|
|
J. Robison Hays, III
|
| |
65,000(2)
|
| |
60,096(1)
|
|
|
Jeremy J. Welter
|
| |
95,000(1)
|
| |
60,096(3)
|
|
|
Mark L. Nunneley
|
| |
40,000(2)
|
| |
36,058(2)
|
|
(1)
|
The named executive officer elected to receive all of this equity award in the form of LTIP units, which are subject to the vesting terms and conditions described above. The number of performance LTIPs reported in this table assumes vesting at the target level.
|
(2)
|
The named executive officer elected to receive all of this equity award in the form of restricted common stock (for the portion subject to service-based vesting) and PSUs (for the portion subject to performance-based vesting), which are subject to the vesting terms and conditions described above. The number of PSUs reported in this table assumes vesting at the target level.
|
(3)
|
The named executive officer elected to receive the portion of this equity award subject to service-based vesting in the form of LTIP units and the portion of this equity award subject to performance-based vesting in the form of PSUs, which are each subject to the vesting terms and conditions described above. The number of PSUs reported in this table assumes vesting at the target level.
|
|
|
| |
|
|
|
36
|
| |
2020 Proxy Statement
|
|
|
|
| |
Time-Based
Shares/LTIPs Awarded |
| |
Target
Performance-Based Shares/LTIPs Awarded |
| |
Total
March 2020 Equity Award for 2019 Performance |
|
|
Richard J. Stockton
|
| |
70,000
|
| |
70,000
|
| |
140,000
|
|
|
Deric S. Eubanks
|
| |
32,500
|
| |
32,500
|
| |
65,000
|
|
|
J. Robison Hays, III
|
| |
32,500
|
| |
32,500
|
| |
65,000
|
|
|
Jeremy J. Welter
|
| |
47,500
|
| |
47,500
|
| |
95,000
|
|
|
Mark L. Nunneley
|
| |
20,000
|
| |
20,000
|
| |
40,000
|
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 37
|
|
|
|
| |
|
|
|
38
|
| |
2020 Proxy Statement
|
|
|
|
| |
COMPENSATION COMMITTEE
Matthew D. Rinaldi, Chairman Mary Candace Evans Kenneth H. Fearn, Jr. |
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 39
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary(1)
|
| |
Stock
Awards/ LTIPs(2) |
| |
Total
|
|
|
Richard J. Stockton
|
| |
2019
|
| |
—
|
| |
$2,114,117
|
| |
$2,114,117
|
|
|
President and Chief Executive Officer
|
| |
2018
|
| |
—
|
| |
$1,729,331
|
| |
$1,729,331
|
|
|
|
| |
2017
|
| |
—
|
| |
$125,816
|
| |
$125,816
|
|
|
Deric S. Eubanks
|
| |
2019
|
| |
—
|
| |
$990,983
|
| |
$990,983
|
|
|
Chief Financial Officer and Treasurer
|
| |
2018
|
| |
—
|
| |
$729,735
|
| |
$729,735
|
|
|
|
| |
2017
|
| |
—
|
| |
$483,933
|
| |
$483,933
|
|
|
J. Robison Hays, III
|
| |
2019
|
| |
—
|
| |
$987,978
|
| |
$987,978
|
|
|
Chief Strategy Officer
|
| |
2018
|
| |
—
|
| |
$729,735
|
| |
$729,735
|
|
|
|
| |
2017
|
| |
—
|
| |
$483,933
|
| |
$483,933
|
|
|
Jeremy J. Welter
|
| |
2019
|
| |
—
|
| |
$989,481
|
| |
$989,481
|
|
|
Chief Operating Officer
|
| |
2018
|
| |
—
|
| |
$729,735
|
| |
$729,735
|
|
|
|
| |
2017
|
| |
—
|
| |
$483,933
|
| |
$483,933
|
|
|
Mark L. Nunneley
|
| |
2019
|
| |
—
|
| |
$594,596
|
| |
$594,596
|
|
|
Chief Accounting Officer
|
| |
|
| |
|
| |
|
| |
|
|
(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 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 any of our Company and 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, 13 and 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the SEC on March 13, 2020) for a discussion of the assumptions used in the valuation of stock-based awards. These grants are subject to the service-based and performance-based vesting conditions discussed above under “—2019 Compensation Results.” 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 2019, 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.
|
|
Name
|
| |
At Maximum
|
|
|
Richard J. Stockton
|
| |
$2,558,992
|
|
|
Deric S. Eubanks
|
| |
$1,199,516
|
|
|
J. Robison Hays, III
|
| |
$1,196,511
|
|
|
Jeremy J. Welter
|
| |
$1,199,516
|
|
|
Mark L. Nunneley
|
| |
$719,718
|
|
|
|
| |
|
|
|
40
|
| |
2020 Proxy Statement
|
|
|
|
| |
|
| |
Estimated Future Payouts Under Equity Incentive Plan Awards(1) |
| |
All Other
Equity Awards: Number of Shares of Stock or LTIPs(2) |
| |
Grant Date
Fair Value of Equity Awards(3) |
| ||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||
|
Richard J. Stockton
|
| |
2/28/2019
|
| |
19,231
|
| |
64,103
|
| |
128,206
|
| |
|
| |
$1,279,496
|
|
|
|
| |
2/28/2019
|
| |
|
| |
|
| |
|
| |
64,103
|
| |
834,621
|
|
|
Deric S. Eubanks
|
| |
2/28/2019
|
| |
9,014
|
| |
30,048
|
| |
60,096
|
| |
|
| |
599,758
|
|
|
|
| |
2/28/2019
|
| |
|
| |
|
| |
|
| |
30,048
|
| |
391,225
|
|
|
J. Robison Hays, III
|
| |
2/28/2019
|
| |
9,014
|
| |
30,048
|
| |
60,096
|
| |
|
| |
598,255
|
|
|
|
| |
2/28/2019
|
| |
|
| |
|
| |
|
| |
30,048
|
| |
389,723
|
|
|
Jeremy J. Welter
|
| |
2/28/2019
|
| |
9,014
|
| |
30,048
|
| |
60,096
|
| |
|
| |
599,758
|
|
|
|
| |
2/28/2019
|
| |
|
| |
|
| |
|
| |
30,048
|
| |
389,723
|
|
|
Mark L. Nunneley
|
| |
2/28/2019
|
| |
5,409
|
| |
18,029
|
| |
36,058
|
| |
|
| |
359,859
|
|
|
|
| |
2/28/2019
|
| |
|
| |
|
| |
|
| |
18,029
|
| |
234,738
|
|
(1)
|
Amounts represent the threshold, target, and maximum number of PSUs or performance LTIPs, at the election of the recipient, pursuant to the February 2019 equity awards for 2018 performance. Subject to forfeiture and the achievement of the applicable performance-based vesting criteria, these awards will vest on December 31, 2021.
|
(2)
|
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, with vesting solely conditioned on the award recipient continuing to be an executive officer of the Company on each such vesting date.
|
(3)
|
Computed in accordance with FASB ASC Topic 718, excluding the effect of forfeitures and assuming the target level of achievement.
|
|
Name
|
| |
Number of
Service-Based Equity Awards That Had Not Vested at December 31, 2019 |
| |
Market
Value of Service-Based Equity Awards That Had Not Vested at December 31, 2019(1) |
| |
Number of
Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2019 |
| |
Market
Value of Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2019(1) |
|
|
Richard J. Stockton
|
| |
95,695(2)
|
| |
$854,565
|
| |
—
|
| |
—
|
|
|
|
| |
1,960(3)
|
| |
$17,503
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
1,765(4)
|
| |
$15,758
|
|
|
|
| |
49,395(5)
|
| |
$441,097
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
22,228(6)
|
| |
$198,496
|
|
|
|
| |
64,103(7)
|
| |
$572,440
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
19,231(8)
|
| |
$171,733
|
|
|
Deric S. Eubanks
|
| |
7,542(3)
|
| |
$67,350
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
6,787(4)
|
| |
$60,611
|
|
|
|
| |
20,833(5)
|
| |
$186,039
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
9,375(6)
|
| |
$83,719
|
|
|
|
| |
30,048(7)
|
| |
$268,329
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
9,014(8)
|
| |
$80,499
|
|
|
J. Robison Hays, III
|
| |
7,541(3)
|
| |
$67,341
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
6,787(4)
|
| |
$60,611
|
|
|
|
| |
20,833(5)
|
| |
$186,039
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
9,375(6)
|
| |
$83,719
|
|
|
|
| |
30,048(7)
|
| |
$268,329
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
9,014(8)
|
| |
$80,499
|
|
|
Name
|
| |
Number of
Service-Based Equity Awards That Had Not Vested at December 31, 2019 |
| |
Market
Value of Service-Based Equity Awards That Had Not Vested at December 31, 2019(1) |
| |
Number of
Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2019 |
| |
Market
Value of Equity Incentive Plan Awards (PSUs and Performance LTIPs) That Were Unearned or Not Vested at December 31, 2019(1) |
|
|
Jeremy J. Welter
|
| |
7,541(3)
|
| |
$67,341
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
6,787(4)
|
| |
$60,611
|
|
|
|
| |
20,833(5)
|
| |
$186,039
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
9,375(6)
|
| |
$83,719
|
|
|
|
| |
30,048(7)
|
| |
$268,329
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
9,014(8)
|
| |
$80,499
|
|
|
Mark L. Nunneley
|
| |
6,034(3)
|
| |
$53,884
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
5,430(4)
|
| |
$48,490
|
|
|
|
| |
14,113(5)
|
| |
$126,029
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
6,351(6)
|
| |
$56,714
|
|
|
|
| |
18,029(7)
|
| |
$160,999
|
| |
—
|
| |
—
|
|
|
|
| |
—
|
| |
—
|
| |
5,409(8)
|
| |
$48,300
|
|
(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 31, 2019 of $8.93.
|
(2)
|
These shares of restricted stock were granted on November 2, 2016 with an initial vesting term of five years. One-fifth of the awards initially granted vested on November 2, 2017; one-fifth vested on November 2, 2018; one-fifth vested on November 2, 2019; one-fifth will vest on November 2, 2020; and the remaining one-fifth will vest on November 2, 2021.
|
(3)
|
These restricted shares or LTIPs were granted on April 27, 2017 with an initial vesting term of three years. One-third of the awards initially granted vested on April 27, 2018; one-third vested on April 27, 2019; and the remaining one-third will vest on April 27, 2020.
|
(4)
|
These PSU awards or Performance LTIPs were granted on April 27, 2017 and, assuming continued service and achievement of the specified performance-based vesting criteria, the awards would have vested on December 31, 2019. However, based on actual performance, all of these equity awards were cancelled at the end of the performance period. In accordance with SEC rules, the amount shown reflects the threshold payout level as of December 31, 2019, at which time the awards were still outstanding, which is 30% of the target level; however, the actual number of PSUs or Performance LTIPs that could have vested could have ranged from 0% to 200% of the target number.
|
(5)
|
These restricted shares or LTIPs were granted on March 14, 2018 with an initial vesting term of three years. One-third of the awards initially granted vested on March 14, 2019; one-third vested on March 14, 2020; and the remaining one-third will vest on March 14, 2021.
|
(6)
|
These PSU awards or Performance LTIPs were granted on March 14, 2018 and, assuming continued service and achievement of the specified performance-based vesting criteria, the awards will vest on December 31, 2020. Amount reflects the threshold payout level, which is 30% 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.
|
(7)
|
These restricted shares or LTIPs were granted on February 28, 2019 with an initial vesting term of three years. One-third of the awards initially granted vested on February 28, 2020; one-third will vest on February 28, 2021; and the remaining one-third will vest on February 28, 2022.
|
(8)
|
These PSU awards or Performance LTIPs were granted on February 28, 2019 and, assuming continued service and achievement of the specified performance-based vesting criteria, the awards will vest on December 31, 2021. Amount reflects the threshold payout level, which is 30% 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.
|
|
|
| |
|
|
|
42
|
| |
2020 Proxy Statement
|
|
|
Name
|
| |
Stock
Awards: Number of Equity Awards Acquired on Vesting |
| |
Value
Realized on Vesting |
|
|
Richard J. Stockton
|
| |
74,505
|
| |
$759,998
|
|
|
Deric S. Eubanks
|
| |
17,958
|
| |
$224,447
|
|
|
J. Robison Hays, III
|
| |
17,958
|
| |
$224,447
|
|
|
Jeremy J. Welter
|
| |
17,958
|
| |
$224,447
|
|
|
Mark L. Nunneley
|
| |
13,090
|
| |
$164,854
|
|
(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);
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 43
|
|
(ii)
|
willful breach of duty of loyalty which is materially detrimental to our advisor or any entity that it advises, which is not cured within 30 days following written notice thereof;
|
(iii)
|
willful failure to perform or adhere to explicitly stated duties or guidelines of employment or to follow the lawful directives of our advisor, which is not cured within 30 days following written notice thereof;
|
(iv)
|
gross negligence or willful misconduct in the performance of duties which is not cured within 30 days following written notice thereof;
|
(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; or
|
(vi)
|
chronic absence from work for reasons other than illness which is not cured within 30 days following written notice thereof.
|
(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.
|
(i)
|
the assignment to the named executive officer of any duties, responsibilities, or reporting requirements (or, in the case of Mr. Welter, any title or directives) 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.
|
|
|
| |
|
|
|
44
|
| |
2020 Proxy Statement
|
|
|
Name
|
| |
Change in
Control (No Termination)(1) |
| |
Termination
Following Change in Control(2) |
| |
Involuntary
Termination from Advisor, Death, Disability and Non- Renewal of Employment Agreement(3) |
|
|
Richard J. Stockton
|
| |
|
| |
|
| |
|
|
|
Service-based awards
|
| |
$854,556
|
| |
$1,885,605
|
| |
$1,885,605
|
|
|
Performance-based awards
|
| |
1,234,090
|
| |
1,234,090
|
| |
1,234,090
|
|
|
Total
|
| |
$2,088,696
|
| |
$3,119,696
|
| |
$3,119,696
|
|
|
Deric S. Eubanks
|
| |
|
| |
|
| |
|
|
|
Service-based awards
|
| |
$—
|
| |
$521,717
|
| |
$521,717
|
|
|
Performance-based awards
|
| |
547,391
|
| |
547,391
|
| |
547,391
|
|
|
Total
|
| |
$547,391
|
| |
$1,069,109
|
| |
$1,069,109
|
|
|
J. Robison Hays, III
|
| |
|
| |
|
| |
|
|
|
Service-based awards
|
| |
$—
|
| |
$521,708
|
| |
$521,708
|
|
|
Performance-based awards
|
| |
1,094,782
|
| |
1,094,782
|
| |
1,094,782
|
|
|
Total
|
| |
$1,094,782
|
| |
$1,616,491
|
| |
$1,616,491
|
|
|
Jeremy J. Welter
|
| |
|
| |
|
| |
|
|
|
Service-based awards
|
| |
$—
|
| |
$521,708
|
| |
$521,708
|
|
|
Performance-based awards
|
| |
547,391
|
| |
547,391
|
| |
547,391
|
|
|
Total
|
| |
$547,391
|
| |
$1,069,100
|
| |
$1,069,100
|
|
|
Mark L. Nunneley
|
| |
|
| |
|
| |
|
|
|
Service-based awards
|
| |
$—
|
| |
$340,912
|
| |
$340,912
|
|
|
Performance-based awards
|
| |
350,047
|
| |
350,047
|
| |
350,047
|
|
|
Total
|
| |
$350,047
|
| |
$690,959
|
| |
$690,959
|
|
(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. For Mr. Stockton, includes the value of the unvested portion of a legacy time-based restricted stock award that is subject to accelerated vesting upon a Change in Control. These unvested shares will otherwise vest in the ordinary course in two equal installments on each of November 2, 2020 and November 2, 2021.
|
(2)
|
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. Additionally, this column includes the value of the PSUs and performance LTIPs that would vest upon a change in control of the Company, as set forth in the column entitled “Change in Control (No Termination).”
|
(3)
|
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.
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 45
|
|
|
|
| |
|
|
|
46
|
| |
2020 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 47
|
|
1.
|
The Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2019 with our Company’s management.
|
2.
|
The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed under the applicable standards of the Public Company Accounting Oversight Board (the “PCAOB”).
|
3.
|
The Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.
|
|
|
| |
|
|
|
48
|
| |
2020 Proxy Statement
|
|
4.
|
Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements of the Company as of and for the year ended December 31, 2019 be included in Braemar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the SEC.
|
|
|
| |
AUDIT COMMITTEE
Curtis B. McWilliams, Chair Kenneth H. Fearn, Jr. Abteen Vaziri |
|
|
|
| |
Year Ended
December 31, 2019 |
| |
Year Ended
December 31, 2018 |
|
|
Audit Fees
|
| |
$782,500
|
| |
$743,125
|
|
|
Audit-Related Fees
|
| |
20,000
|
| |
—
|
|
|
Tax Fees
|
| |
—
|
| |
—
|
|
|
All Other Fees
|
| |
45,084
|
| |
137,039
|
|
|
Total
|
| |
$847,584
|
| |
$880,164
|
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 49
|
|
|
Name of Beneficial Owner
|
| |
Amount and Nature
of Beneficial Ownership(1) |
| |
Percent of
Class(2) |
|
|
Monty J. Bennett
|
| |
2,069,374(3)
|
| |
5.9%
|
|
|
Richard J. Stockton
|
| |
410,538
|
| |
1.2%
|
|
|
J. Robison Hays, III
|
| |
141,874
|
| |
*
|
|
|
Jeremy J. Welter
|
| |
174,774
|
| |
*
|
|
|
Deric S. Eubanks
|
| |
163,190
|
| |
*
|
|
|
Stefani D. Carter
|
| |
24,700
|
| |
*
|
|
|
Candace Evans
|
| |
1,125
|
| |
*
|
|
|
Kenneth H. Fearn, Jr.
|
| |
17,800
|
| |
*
|
|
|
Curtis B. McWilliams
|
| |
34,881
|
| |
*
|
|
|
Matthew D. Rinaldi
|
| |
28,200
|
| |
*
|
|
|
Abteen Vaziri
|
| |
9,033
|
| |
*
|
|
|
All directors and executive officers as a group (13 persons)
|
| |
3,334,228
|
| |
9.5%
|
|
*
|
Denotes less than 1.0%
|
(1)
|
Ownership includes common units of Braemar OP issued in connection with our spin-off from Ashford Trust in November 2013. Beginning one year from the issuance date, such common units issued are redeemable by the holder for cash or, at our option, shares of our common stock on a one-for-one basis. Assumes that all common units of our operating partnership held by such person or group of persons are redeemed for common stock (regardless of when such units are redeemable). The number includes LTIP units in our operating partnership that have achieved economic parity with the common units as of March 16, 2020 but excludes any LTIP units (including performance LTIPs) issued subsequent to March 16, 2020 or that have not yet achieved economic parity or PSUs, LTIP units or performance 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 may be redeemed for either cash or, at our sole discretion, up to one share of our common stock. Ownership does not include shares of our Series C Preferred Stock, none of which have been issued. The Company has no immediate plans to issue any Series C Preferred Stock.
|
(2)
|
In computing the percentage ownership of a person or group, we have assumed that the common units of Braemar OP held by that person or the persons in the group have been redeemed for shares of our common stock and the LTIP units held by that person or the persons in the group that have achieved economic parity with the common units are redeemed for common stock and that those shares are outstanding but that no common units or LTIP units held by other persons are redeemed for shares of our common stock.
|
(3)
|
Includes 246,954 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.
|
|
|
| |
|
|
|
50
|
| |
2020 Proxy Statement
|
|
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature
of Beneficial Ownership(1) |
| |
Percent of
Class |
|
|
FMR LLC
|
| |
4,820,858(2)
|
| |
14.59%
|
|
|
The Vanguard Group
|
| |
3,116,627(3)
|
| |
9.47%
|
|
|
Al Shams Investments Limited
|
| |
3,075,194(4)
|
| |
9.3%
|
|
|
BlackRock, Inc.
|
| |
2,973,181(5)
|
| |
8.9%
|
|
|
Monty J. Bennett
|
| |
2,069,374(6)
|
| |
5.9%
|
|
(1)
|
As of March 16, 2020, there were outstanding and entitled to vote 33,180,567 shares of common stock. Ownership does not include shares of our Series C Preferred Stock, none of which have been issued. The Company has no immediate plans to issue any Series C Preferred Stock.
|
(2)
|
Based on information provided by FMR LLC in an amendment to Schedule 13G filed with the SEC on February 7, 2020. Per such Schedule 13G/A, FMR LLC has sole voting power over 2,634,206 of such shares and sole dispositive power over all of such shares. The principal business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
|
(3)
|
Based on information provided by The Vanguard Group, Inc. in an amendment to Schedule 13G filed with the SEC on February 12, 2020. Per such Schedule 13G/A, The Vanguard Group, Inc. has sole voting power over 30,385 of such shares and shared voting power over 38,745 of such shares, has sole dispositive power of 3,053,156 of such shares and shared dispositive power of 63,471 of such shares. Includes 24,726 shares of common stock held by Vanguard Fiduciary Trust Company and 44,404 shares of common stock held by Vanguard Investments Australia, Ltd. The principal business address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
(4)
|
Based on information provided by Al Shams Investments Limited in a Schedule 13D filed with the SEC on August 29, 2019. Per such Schedule 13D, Al Shams Investments Limited has shared voting power over all of such shares and shared dispositive power of all of such shares. The principal business address of Al Shams Investments Limited is 5B Waterloo Lane, Pembroke HM 08, Bermuda.
|
(5)
|
Based on information provided by Blackrock, Inc. in an amendment to Schedule 13G filed with the SEC on February 10, 2020. Per such Schedule 13G, Blackrock, Inc. has sole voting power over 2,886,368 of such shares and sole dispositive power over all such shares. The principal business address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
(6)
|
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 J. Bennett owns a portion of their shares indirectly. Also, the amount reported for Mr. Monty J. Bennett includes shares previously held by MJB Operating, LP, which have been transferred to MJB Investments, LP.
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 51
|
|
|
|
| |
|
|
|
52
|
| |
2020 Proxy Statement
|
|
1
|
The total number of shares outstanding used in calculating the percentage for each person assumes that the common units and vested options held by such person are redeemed for common stock and the Series D Convertible Preferred Stock beneficially owned by any such person are converted into common stock at the stated conversion ratio, but none of the common units or vested options held by other persons are redeemed for common stock or, in the case of the Series D Convertible Preferred Stock, are converted into common stock.
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 53
|
|
•
|
(i) 12 multiplied by (ii) the sum of (A) Ashford Inc.’s net earnings for the 12-month period ending on the last day of the fiscal quarter preceding the termination date of our advisory agreement (“LTM Period”) and (B) to the extent not included in net earnings, any incentive fees under the advisory agreement that have accrued or are accelerated but have not yet been paid at the time of termination of the advisory agreement;
|
•
|
(i) the quotient of (A) Ashford Inc.’s total market capitalization on the trading day immediately preceding the date of payment of the termination fee, divided by (B) Ashford Inc.’s Adjusted EBITDA (as defined in Ashford Inc.’s Form 10-Q and Form 10-K filed with the SEC following the end of each fiscal quarter or fiscal year, as applicable) for the LTM Period, multiplied by (ii) net earnings for the LTM Period plus, to the extent not included in net earnings, any incentive fees under the advisory agreement that have accrued or are accelerated but have not yet been paid at the time of termination of the advisory agreement; and
|
•
|
the simple average, for the three years preceding the fiscal year in which the termination fee is due, of (i) the quotient of (A) Ashford Inc.’s total market capitalization on the trading day immediately preceding the date of payment of the termination fee, divided by (B) Ashford Inc.’s Adjusted EBITDA for the LTM Period multiplied by (ii) net earnings for the LTM Period plus, to the extent not included in net earnings, any incentive fees under the advisory agreement that have accrued or are accelerated but have not yet been paid at the time of termination of the advisory agreement.
|
|
|
| |
|
|
|
54
|
| |
2020 Proxy Statement
|
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 55
|
|
|
Company Name
|
| |
Product or Service
|
| |
Amounts
Paid by/ (Retained by) us for Product or Service in 2019 |
| |
Ashford Inc.
Interest |
| |
Ashford Inc.
Board Seats/ Board Seats Available |
|
|
OpenKey(1)
|
| |
Mobile key app
|
| |
$34,000
|
| |
47.6%
|
| |
1/3
|
|
|
Pure Wellness(2)
|
| |
Hypoallergenic premium rooms
|
| |
$194,000
|
| |
70.0%
|
| |
2/3
|
|
|
Lismore Capital(3)
|
| |
Debt placement services
|
| |
$704,000
|
| |
100.0%
|
| |
N/A
|
|
|
J&S Audio Visual(4)
|
| |
Audio visual services
|
| |
$(560,000)
|
| |
88.2%
|
| |
2/3
|
|
|
RED Leisure
|
| |
Watersports activities and travel/transportation services
|
| |
$946,000
|
| |
80.0%
|
| |
2/3
|
|
|
Ashford LLC
|
| |
Insurance claims services
|
| |
$135,000
|
| |
100.0%
|
| |
N/A
|
|
|
Premier(5)
|
| |
Project management services
|
| |
$10,123,000
|
| |
100.0%
|
| |
N/A
|
|
|
Remington Hotels(6)
|
| |
Hotel management services
|
| |
$572,000
|
| |
100.0%
|
| |
N/A
|
|
|
Real Estate Advisory Holdings(7)
|
| |
Debt placement/real estate brokerage
|
| |
$504,000
|
| |
30.0%
|
| |
1/3
|
|
|
Ashford Securities LLC(8)
|
| |
Broker-dealer services
|
| |
$314,000
|
| |
100.0%
|
| |
2/2
|
|
(1)
|
As of December 31, 2019, Ashford Trust held a 17.0% noncontrolling interest in OpenKey, Inc. (“OpenKey”), and Braemar held an 8.6% noncontrolling interest in OpenKey. Ashford Inc., Ashford Trust, and Braemar invested $1.8 million, $647,000 and $332,000, respectively, in OpenKey during the year ended December 31, 2019. In addition, Mr. Welter, our Chief Operating Officer, has been issued 75,000 options outstanding pursuant to OpenKey’s 2015 stock plan, equating to an approximate 0.5% ownership in OpenKey. Pursuant to the Voting Agreement, dated as of March 8, 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.
|
(2)
|
On April 6, 2017, a subsidiary of Ashford Inc. acquired substantially all of the assets and certain liabilities of PRE Opco, LLC, a New York limited liability company that provides hypoallergenic premium room services to hotels and other venues, including hotels owned by us and our affiliates.
|
(3)
|
On June 13, 2017, Lismore Capital LLC, a wholly-owned subsidiary of our advisor, was formed in order to offer debt placement services to us, our affiliates and third parties.
|
(4)
|
On November 1, 2017, a subsidiary of Ashford Inc. acquired an 85% controlling interest in a privately held company that conducts the business of J&S Audio Visual (“JSAV”) in the United States, Mexico, and the Dominican Republic. JSAV provides integrated suites of audio visual services including show and event services, creative services and design and integration services to its customers in various venues including hotels and convention centers in the United States, Mexico, and the Dominican Republic. JSAV primarily contracts directly with
|
|
|
| |
|
|
|
56
|
| |
2020 Proxy Statement
|
|
(5)
|
On August 8, 2018, Ashford Inc. completed the acquisition of Premier, the project management business formerly conducted by certain affiliates of Remington, for a total transaction value of $203 million. The purchase price was paid by issuing 8,120,000 shares of Ashford Inc.'s Series B Convertible Preferred Stock to the sellers of Premier, primarily MJB Investments, LP (which is wholly-owned by Mr. Monty J. Bennett, our Chairman and the Chief Executive Officer and Chairman of Ashford Inc.), and his father Mr. Archie Bennett, Jr. The Series B Convertible Preferred Stock had a conversion price of $140 per share and would convert into 1,450,000 shares of Ashford Inc.’s common stock. The $10.1 million amount disclosed above includes approximately $539,000 of reimbursed expenses related to fixed asset accounting services in addition to the approximate $9.6 million of project management and market service fees.
|
(6)
|
On November 6, 2019, Ashford Inc. completed the acquisition of the hotel management business of Remington Lodging for a total transaction value of $275 million. The purchase price was paid by exchanging $203 million of Ashford Inc.’s Series B Convertible Preferred Stock for $478 million of Ashford Inc.’s Series D Convertible Preferred Stock (such that, after the transactions, $478 million of Ashford Inc.’s Series D Convertible Preferred Stock and no Series B Convertible Preferred Stock, are outstanding). Each share of Series D Convertible Preferred Stock is convertible at any time and from time to time, in full or partially, into Ashford Inc.’s common stock at a conversion ratio equal to the liquidation preference of a share of Series D Convertible Preferred Stock (which is $25), divided by $117.50. The $572,000 amount disclosed above includes approximately $286,000 of reimbursed expenses in addition to the approximate $286,000 of hotel management fees.
|
(7)
|
On January 1, 2019, Ashford Inc. acquired a 30% equity interest in Real Estate Advisory Holdings LLC (“REAH Holdings”). REAH, through its operating subsidiary, provides real estate advisory, debt placement and brokerage services to Braemar, Ashford Trust and third-party clients.
|
(8)
|
On September 25, 2019, Ashford Inc. announced the formation of Ashford Securities to raise retail capital in order to grow its existing and future advised platforms. In conjunction with the formation of Ashford Securities, Ashford Trust has entered into a contribution agreement with Ashford Inc. pursuant to which Braemar has agreed to contribute, with Ashford Trust, up to $15 million to fund the operations of Ashford Securities. As of December 31, 2019, Braemar has funded approximately $834,000. Costs for all operating expenses of Ashford Securities that are contributed by Ashford Trust and Braemar will be expensed as incurred. These costs will be allocated initially to Ashford Trust and Braemar based on an allocation percentage of 75% to Ashford Trust and 25% to Braemar. This amount for the year ended December 31, 2019 was approximately $314,000. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings raised or June 10, 2023, there will be a true up (the “True-up Date”) between Ashford Trust and Braemar whereby the actual capital contributions contributed by each company will be based on the actual amount of capital raised by Ashford Trust and Braemar, respectively. After the True-up Date, the capital contributions will be allocated between Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. Funding advances will be expensed as the expenses are incurred by Ashford Securities.
|
|
|
| |
|
|
|
|
| |
2020 Proxy Statement 57
|
|
|
|
| |
|
|
|
58
|
| |
2020 Proxy Statement
|
|
•
|
any of our liabilities, including the failure by us or our subsidiaries to pay, perform or otherwise promptly discharge any of their liabilities in accordance with their respective terms;
|
•
|
any breach by us or our subsidiaries of any provision of the separation and distribution agreement or any ancillary agreement, subject to certain limitations; and
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Ashford Trust’s continuing guaranty of: (i) any debt secured by any of the initial hotel properties conveyed to us in connection with the separation and distribution; or (ii) any management agreement or franchise matters related to any of such initial hotel properties;
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•
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any of its liabilities, including the failure by Ashford Trust or its subsidiaries to pay, perform or otherwise promptly discharge any of their liabilities in accordance with their respective terms;
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•
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any breach by Ashford Trust or its subsidiaries of any provision of the separation and distribution agreement or any ancillary agreement, subject to certain limitations; and
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certain taxes of the entities that directly or indirectly, wholly or jointly, owned our initial hotel properties and the related taxable REIT subsidiaries for tax periods prior to the effective date of the separation and distribution.
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2020 Proxy Statement 59
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60
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2020 Proxy Statement
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2020 Proxy Statement 61
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•
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notify our Executive Vice President, General Counsel and Secretary in writing before your shares of our common stock have been voted at the Annual Meeting;
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•
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sign, date and mail a new proxy card to Broadridge Investor Financial Solutions, Inc.; or
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attend the annual meeting of stockholders and vote your shares of voting stock in person.
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62
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2020 Proxy Statement
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2020 Proxy Statement 63
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64
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2020 Proxy Statement
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Net income (loss)
|
| |
$1,196
|
|
|
Interest expense and amortization of loan costs
|
| |
54,507
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|
|
Depreciation and amortization
|
| |
70,112
|
|
|
Income tax expense (benefit)
|
| |
1,764
|
|
|
Equity in (earnings) loss of unconsolidated entities
|
| |
199
|
|
|
Company’s portion of EBITDA of OpenKey
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(195)
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EBITDA
|
| |
127,583
|
|
|
Impairment charges on real estate
|
| |
—
|
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(Gain) loss on insurance settlement, disposition of assets and sale of hotel properties
|
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(25,165)
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|
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EBITDAre
|
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102,418
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|
|
Amortization of favorable (unfavorable) contract assets (liabilities)
|
| |
651
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|
Transaction and conversion costs
|
| |
2,076
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Other (income) expense
|
| |
13,947
|
|
|
Write-off of loan costs and exit fees
|
| |
647
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|
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Unrealized (gain) loss on investment in Ashford Inc.
|
| |
(7,872)
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Unrealized (gain) loss on derivatives
|
| |
1,103
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Non-cash stock/unit-based compensation
|
| |
7,943
|
|
|
Legal, advisory and settlement costs
|
| |
527
|
|
|
Company’s portion of adjustments to EBITDAre of OpenKey
|
| |
25
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Adjusted EBITDAre
|
| |
$121,465
|
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Net income (loss)
|
| |
$1,196
|
|
|
Income from consolidated entities attributable to noncontrolling interest
|
| |
(2,032)
|
|
|
Net (Income) loss attributable to redeemable noncontrolling interests in operating partnership
|
| |
1,207
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|
|
Preferred dividends
|
| |
(10,142)
|
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|
Net income (loss) attributable to common stockholders
|
| |
(9,771)
|
|
|
Depreciation and amortization on real estate(1)
|
| |
66,933
|
|
|
Impairment charges on real estate
|
| |
—
|
|
|
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership
|
| |
(1,207)
|
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|
Equity in (earnings) loss of unconsolidated entity
|
| |
199
|
|
|
(Gain) loss on insurance settlement, disposition of assets and sale of hotel properties
|
| |
(25,165)
|
|
|
Company’s portion of FFO of OpenKey
|
| |
(201)
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FFO available to common stockholders and OP unitholders
|
| |
30,788
|
|
|
Series B Cumulative Convertible Preferred Stock dividends
|
| |
6,842
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|
Transaction and conversion costs
|
| |
2,076
|
|
|
Other (income) expense
|
| |
13,947
|
|
|
Interest expense accretion on refundable membership club benefits
|
| |
864
|
|
|
Write-off of loan costs and exit fees
|
| |
647
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|
|
Amortization of loan costs(1)
|
| |
4,263
|
|
|
Unrealized (gain) loss on investment in Ashford Inc.
|
| |
(7,872)
|
|
|
Unrealized (gain) loss on derivatives
|
| |
1,103
|
|
|
Non-cash stock/unit-based compensation
|
| |
7,943
|
|
|
Legal, advisory and settlement costs
|
| |
527
|
|
|
Company’s portion of adjustments to FFO of OpenKey
|
| |
28
|
|
|
AFFO available to common stockholders and OP unitholders
|
| |
$61,156
|
|
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Adjusted FFO per diluted share available to common stockholders and OP unitholders
|
| |
$1.41
|
|
|
Weighted average diluted shares
|
| |
43,387
|
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(1)
|
Net of adjustment for noncontrolling interest in consolidated entities. The following table presents the amounts of the adjustments for noncontrolling interests for each line item:
|
|
Amortization of loan costs
|
| |
$(80)
|
|
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Depreciation and amortization on real estate
|
| |
(3,179)
|
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|
| |
|
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|
| |
2020 Proxy Statement A-3
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1 Year Braemar Hotels and Resorts Chart |
1 Month Braemar Hotels and Resorts Chart |
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