ASHFORD HOSPITALITY TRUST INC
For the period ended Mar 27, 2025. Filed Apr 1, 2025.
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Mar 27, 2025 · Filed Apr 1, 2025
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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)
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2025 Proxy Statement 1
2025 Proxy Statement
Annual Meeting of Stockholders
Tuesday, May 13, 2025
9:00 A.M., Central Daylight Time
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
2 2025 Proxy Statement
April 1, 2025
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 2025 annual meeting of stockholders of the Company, which will be held at 9:00 A.M., Central Daylight Time, on Tuesday, May 13, 2025 at our offices located at 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254.
At year-end, our hotel portfolio consisted of 68 hotels with 17,051 rooms across 22 states and Washington, D.C. While our primary focus remains on owning upper upscale, full-service properties, we also own a number of well-positioned upscale hotels. We believe our geographically diverse portfolio is a key competitive advantage, particularly given the uneven nature of market recovery across the lodging sector in recent years. Our team remains focused on maximizing asset performance and long-term value as we navigate an evolving operating and macroeconomic environment.
Despite industry headwinds over the past several years, we have made meaningful progress in strengthening our balance sheet and enhancing financial flexibility. Since the beginning of 2024, we have sold more than $430 million in hotel assets, refinanced or extended several mortgage loans, and continued to raise capital through a non-traded preferred equity offering. We also fully repaid our strategic financing in early 2025, a major step in positioning the company for long-term success.
In December, we launched our “GRO AHT” initiative, a focused strategy designed to drive $50 million in incremental run-rate EBITDA through G&A reduction, revenue maximization, and operational efficiency. Our best-in-class asset management team has partnered with our property managers to implement many of the underlying initiatives, and we’ve already announced significant progress towards our goal.
Additionally, we continue to explore opportunities to grow and enhance our portfolio. We recently announced the grand opening of Le Meridien Fort Worth and completed two notable property conversions in 2024 – La Concha Hotel in Key West and Le Pavillon Hotel in New Orleans – both of which are already seeing strong RevPAR and revenue gains under their new Marriott brand affiliations. We believe our portfolio is well-positioned to capitalize on improving industry fundamentals in the years ahead.
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
2025 Proxy Statement 3
Notice of 2025 Annual Meeting of Stockholders
| Meeting Date: | Tuesday, May 13, 2025 |
|---|---|
| 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 seven directors;
Advisory approval of our executive compensation;
Ratification of the appointment of BDO USA, P.C. as our independent auditor for 2025;
Approval of Amendment No. 5 to the Ashford Hospitality Trust, Inc. 2021 Stock Incentive Plan; and
Transaction of any other business that may properly come before the annual meeting.
Record Date
You may vote at the 2025 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, 2025.
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
April 1, 2025
4 2025 Proxy Statement
| SUMMARY | 1 |
|---|---|
| Annual Meeting of Stockholders | 2 |
| Voting Matters | 2 |
| Board Nominees | 2 |
| Summary of Director Diversity and Experience | 3 |
| Corporate Governance Highlights | 3 |
| PROPOSAL NUMBER ONE-ELECTION OF DIRECTORS | 5 |
| Nominees for Election as Directors | 6 |
| Summary of Director Qualifications, Skills, Attributes and Experience | 10 |
| CORPORATE GOVERNANCE | 11 |
| Code of Business Conduct and Ethics | 11 |
| Board Leadership Structure | 12 |
| Board Role | 12 |
| Board Refreshment | 13 |
| Director Nomination Procedures by the Company | 13 |
| Stockholder Nominations | 13 |
| Stockholder and Interested Party Communication with our Board of Directors | 13 |
| Director Orientation and Continuing Education | 14 |
| Director Change in Occupation | 14 |
| Hedging and Pledging Policies | 14 |
| BOARD OF DIRECTORS AND COMMITTEES | 15 |
| Board Member Independence | 15 |
| Board Committees and Meetings | 15 |
| Current Committee Membership | 16 |
| Attendance at Annual Meeting of Stockholders | 19 |
| EXECUTIVE OFFICERS AND COMPENSATION | 20 |
| Executive Officers | 20 |
| EXECUTIVE COMPENSATION | 22 |
| Compensation Discussion and Analysis | 22 |
| 2024 and 2025 Incentive Compensation Grant Decisions | 24 |
| Summary Compensation Table | 27 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 28 |
| Potential Payments Upon Termination of Employment or Change of Control | 28 |
| 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 |
| PROPOSAL NUMBER FOUR-APPROVAL OF AMENDMENT NO. 5 TO THE ASHFORD HOSPITALITY TRUST, INC. 2021 STOCK INCENTIVE PLAN | 36 |
| General | 36 |
| Summary of the 2021 Plan, as Amended by the Plan Amendments | 37 |
| SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS | 42 |
| Security Ownership of Management and Directors | 42 |
| Security Ownership of Certain Beneficial Owners | 43 |
| Delinquent Section 16(a) Reports | 43 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 44 |
2025 Proxy Statement i
| Conflict of Interest Policies | 44 |
|---|---|
| Our Relationship and Agreements with Ashford Inc. and its Subsidiaries | 44 |
| Our Relationship and Agreements with Braemar | 52 |
| OTHER PROPOSALS | 53 |
| GENERAL INFORMATION ABOUT VOTING | 54 |
| Solicitation of Proxies | 54 |
| Electronic Availability of Proxy Materials | 54 |
| Voting Securities | 54 |
| Voting | 54 |
| Counting of Votes | 54 |
| Right to Revoke Proxy | 55 |
| Multiple Stockholders Sharing the Same Address | 55 |
| Other Matters | 55 |
| ADDITIONAL INFORMATION | 56 |
| ANNEX A-INFORMATION REGARDING NON-GAAP FINANCIAL MEASURE | A-1 |
|---|---|
| 2024 Adjusted EBITDAre | A-1 |
| ANNEX B-2021 STOCK INCENTIVE PLAN, AS PROPOSED TO BE AMENDED | B-1 |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 2025.
The Company's Proxy Statement for the 2025 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2024, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.ahtreit.com by clicking the "Investor" tab, then the "SEC Filings" tab and then the "Annual Meeting Material" link.
ii 2025 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.