ASHFORD HOSPITALITY TRUST INC
For the period ended Dec 31, 2023. Filed Mar 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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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Ashford Hospitality Trust, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
|---|---|---|
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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2024 Proxy Statement 1
2024 Proxy Statement
Annual Meeting of Stockholders
Tuesday, May 14, 2024
9:00 A.M., Central Daylight Time
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
2 2024 Proxy Statement
March 29, 2024
Dear Stockholders of Ashford Hospitality Trust, Inc.:
On behalf of the Board of Directors of Ashford Hospitality Trust, Inc., I cordially invite you to attend the 2024 annual meeting of stockholders of the Company, which will be held at 9:00 A.M., Central Daylight Time, on Tuesday, May 14, 2024 at our offices located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.
At year-end, our hotel portfolio consisted of 90 hotels containing 20,549 total rooms across 23 states and Washington, D.C. While our focus is investing in predominantly upper upscale full-service hotels, we also own some upscale properties. We believe our geographical diversity is a strong competitive advantage, the importance of which has undoubtedly been highlighted by the uneven market recovery across the industry over the past few years.
We have made significant progress improving our company despite the significant headwinds of inflation, high interest rates, and recessionary fears. This includes deleveraging our portfolio by over $1 billion over the past few years, improving our cash flow, disposing of lower quality assets, and executing on a focused strategy to pay off our strategic financing in 2024.
Our best-in-class asset management team continues to be focused on pursuing initiatives to enhance our operating performance, including working closely with our property managers on aggressive cost control initiatives, driving ancillary revenue, and increasing operating margins. In addition, we are looking for opportunities to go on the offense to grow our portfolio and take advantage of what we believe may be strong industry tailwinds in the years to come.
Our business is managed with the oversight and direction of our Board of Directors, which regularly considers the optimal strategy for the strategic advancement and growth of the Company and the long-term interests of our stockholders. When making decisions, our Board of Directors considers the views of our stockholders. To understand our stockholders’ perspectives about the Company, our management team conducts outreach and engagement with our stockholders throughout the year and regularly provides our Board of Directors with management’s summaries of such feedback.
We encourage you to review the proxy statement and to return your proxy card as soon as possible so that your shares will be represented at the meeting.
Thank you.
Sincerely,
Monty J. Bennett
Founder and Chairman of the Board
2024 Proxy Statement 3
Notice of 2024 Annual Meeting of Stockholders
| Meeting Date: | Tuesday, May 14, 2024 |
|---|---|
| Meeting Time: | 9:00 A.M., Central Daylight Time |
| Location: | Ashford Hospitality Trust Inc. |
| 14185 Dallas Parkway, Suite 1200 | |
| Dallas, Texas 75254 |
Agenda
Election of nine directors;
Advisory approval of our executive compensation;
Ratification of the appointment of BDO USA, P.C. as our independent auditor for 2024; and
Transaction of any other business that may properly come before the annual meeting.
Record Date
You may vote at the 2024 annual meeting of stockholders the shares of common stock of which you were the holder of record at the close of business on March 14, 2024.
Review your proxy statement and vote in one of the four ways:
In person: Attend the annual meeting and vote by ballot.
By telephone: Call the telephone number and follow the instructions on your proxy card.
Via the internet: Go to the website address shown on your proxy card and follow the instructions on the website.
By mail: Mark, sign, date and return the enclosed proxy card in the postage paid envelope.
By order of the Board of Directors,
Deric S. Eubanks
Chief Financial Officer
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
March 29, 2024
4 2024 Proxy Statement
| SUMMARY | 1 |
|---|---|
| Annual Meeting of Stockholders | 2 |
| Voting Matters | 2 |
| Board Nominees | 2 |
| Summary of Director Diversity and Experience | 4 |
| Corporate Governance Highlights | 4 |
| PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS | 6 |
| Nominees for Election as Directors | 7 |
| Summary of Director Qualifications, Skills, Attributes and Experience | 11 |
| CORPORATE GOVERNANCE | 12 |
| Code of Business Conduct and Ethics | 12 |
| Stockholder Outreach | 13 |
| Board Leadership Structure | 14 |
| Board Role | 14 |
| Board Observers | 15 |
| Board Refreshment | 15 |
| Director Nomination Procedures by the Company | 15 |
| Stockholder Nominations | 15 |
| Stockholder and Interested Party Communication with our Board of Directors | 16 |
| Director Orientation and Continuing Education | 16 |
| Director Change in Occupation | 16 |
| Hedging and Pledging Policies | 16 |
| BOARD OF DIRECTORS AND COMMITTEES | 17 |
| Board Member Independence | 17 |
| Board Committees and Meetings | 17 |
| Current Committee Membership | 18 |
| Attendance at Annual Meeting of Stockholders | 21 |
| EXECUTIVE OFFICERS AND COMPENSATION | 22 |
| Executive Officers | 22 |
| EXECUTIVE COMPENSATION | 24 |
| Compensation Discussion and Analysis | 24 |
| 2023 and 2024 Incentive Compensation Grant Decisions | 26 |
| Summary Compensation Table | 28 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 29 |
| Potential Payments Upon Termination of Employment or Change of Control | 29 |
| Pay Versus Performance Disclosure | 31 |
| PROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | 33 |
| PROPOSAL NUMBER THREE-RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. AS OUR INDEPENDENT AUDITORS | 34 |
| Audit Committee Report | 34 |
| Auditor Fees | 35 |
| SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS | 36 |
| Security Ownership of Management and Directors | 36 |
| Security Ownership of Certain Beneficial Owners | 37 |
| Delinquent Section 16(a) Reports | 37 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 38 |
| Conflict of Interest Policies | 38 |
2024 Proxy Statement i
| Our Relationship and Agreements with Ashford Inc. and its Subsidiaries | 38 |
|---|---|
| Our Relationship and Agreements with Braemar | 47 |
| OTHER PROPOSALS | 49 |
| GENERAL INFORMATION ABOUT VOTING | 50 |
| Solicitation of Proxies | 50 |
| Electronic Availability of Proxy Materials | 50 |
| Voting Securities | 50 |
| Voting | 50 |
| Counting of Votes | 50 |
| Right to Revoke Proxy | 51 |
| Multiple Stockholders Sharing the Same Address | 51 |
| Other Matters | 51 |
| ADDITIONAL INFORMATION | 52 |
| ANNEX A-INFORMATION REGARDING NON-GAAP FINANCIAL MEASURE | A-1 |
|---|---|
| 2023 Adjusted EBITDAre | A-1 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 14, 2024.
The Company's Proxy Statement for the 2024 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2023, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available at www.ahtreit.com by clicking the "Investor" tab, then the "SEC Filings" tab and then the "Annual Meeting Material" link.
ii 2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.