TABLE OF CONTENTS

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

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
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):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
Fee paid previously with preliminary materials.
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.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 

TABLE OF CONTENTS


2021 Proxy Statement
Annual Meeting of Stockholders

Wednesday, May 12, 2021
9:00 A.M., Central Time
Embassy Suites Near the Galleria
14021 Noel Road
Dallas, Texas 75240

TABLE OF CONTENTS


March 30, 2021
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 2021 annual meeting of stockholders of the Company, which will be held at 9:00 A.M., Central Time, on Wednesday, May 12, 2021 at the Embassy Suites Near the Galleria, 14021 Noel Road, Dallas, Texas 75240.
At year-end, our hotel portfolio consisted of 103 hotels containing 22,594 net rooms across 28 states and Washington, D.C. While our focus is investing in predominantly upper upscale full-service hotels, we also own upscale properties. We believe our geographical diversity is a competitive advantage given that no single market represents greater than 11% of our hotel EBITDA. The importance of this competitive advantage has undoubtedly been highlighted by the recent pandemic.
2020 will always be remembered as the year when our industry was decimated by COVID-19. While we have made significant progress getting our business back up and running, we anticipate dealing with pandemic-related challenges for some time due to the depth and breadth of the pandemic’s impact. However, there have been a number of positive developments for both our Company and the hospitality industry over the past few months. We are very encouraged by the development and deployment of vaccines and believe that progress on that front will provide some visibility to the end of the pandemic. Additionally, we continue to be successful in our substantial debt forbearance efforts as we have now signed agreements on 98% of our outstanding property mortgages. Finally, and most importantly, we recently closed a strategic financing which provided an initial $200 million of liquidity with the ability for us to draw down an additional $250 million if needed. We are optimistic about the long-term outlook for the Company and by taking decisive action to strengthen our balance sheet with this financing, we have multiple years of runway that will allow us to capitalize on the upcoming recovery in the hospitality industry.
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

TABLE OF CONTENTS


Notice of Annual Meeting of Stockholders of
Ashford Hospitality Trust, Inc.
Meeting Date:
Wednesday, May 12, 2021
Meeting Time:
9:00 A.M., Central Time
Meeting Location:
Embassy Suites Near the Galleria
14021 Noel Road
Dallas, Texas 75240
Meeting Agenda
1.
Election of eight directors;
2.
Advisory approval of our executive compensation;
3.
Ratification of the appointment of BDO USA, LLP as our independent auditor for 2021;
4.
Approval of the Ashford Hospitality Trust, Inc. 2021 Stock Incentive Plan; and
5.
Transaction of any other business that may properly come before the annual meeting.
Record Date
You may vote at the 2021 annual meeting of stockholders the shares of common stock of which you were the holder of record at the close of business on March 15, 2021.
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 envelopes.
By order of the Board of Directors,

Deric S. Eubanks,
Chief Financial Officer
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
March 30, 2021

TABLE OF CONTENTS

TABLE OF CONTENTS
1
2
2
2
3
3
5
7
8
14
15
15
15
16
17
17
17
18
18
18
18
19
20
20
21
21
25
26
26
27
27
30
30
32
37
39
41
42
42
43
45
45
46
52
52
53
2021 Proxy Statement   i

TABLE OF CONTENTS

54
54
55
61
64
65
65
65
65
65
65
66
66
67
68
A-1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2021.
The Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2020, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at www.ahtreit.com by clicking the “Investor” tab, then the “SEC Filings” tab and then the “Annual Meeting Material” link.
ii
2021 Proxy Statement

TABLE OF CONTENTS

SUMMARY
This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider in determining how to vote your shares of our common stock at the 2021 annual meeting of stockholders of the Company. We urge you to read the entire proxy statement before you vote. This proxy statement was first mailed to stockholders on or about March 30, 2021.
We are providing these proxy materials in connection with the solicitation by the Board of Directors of Ashford Hospitality Trust, Inc. of proxies to be voted at our 2021 annual meeting of stockholders.
In this proxy statement:
we,” “our,” “us,” “Ashford Trust,” and the “Company” each refers to Ashford Hospitality Trust, Inc., a Maryland corporation and real estate investment trust (“REIT”), shares of the common stock of which are listed for trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “AHT”;
Annual Meeting” refers to the 2021 annual meeting of stockholders of the Company;
Ashford Inc.” refers to Ashford Inc. (NYSE American: AINC), a Nevada corporation;
Ashford Inc.” refers to Ashford Inc. (NYSE American: AINC), a Nevada corporation;
Ashford LLC” refers to Ashford Hospitality Advisors LLC, a Delaware limited liability company and a subsidiary of Ashford Inc.;
Board” or “Board of Directors” refers to the Board of Directors of Ashford Hospitality Trust, Inc.;
Braemar” refers to Braemar Hotels & Resorts Inc. (NYSE: BHR), a Maryland corporation and REIT;
Premier” refers to Premier Project Management LLC, a Maryland limited liability company and a subsidiary of Ashford LLC. On August 8, 2018, Ashford Inc. completed its acquisition of Premier, formerly owned by Remington Lodging (as defined below). As a result, Ashford Inc. (through its indirect subsidiary, Premier) provides us with 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; and
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., our Chairman Emeritus, 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 becoming a subsidiary of Ashford Inc.
Ashford Inc. and Ashford LLC together serve as our external advisor. In this proxy statement, we refer to Ashford Inc. and Ashford LLC collectively as our “advisor.”
2021 Proxy Statement   1

TABLE OF CONTENTS

Annual Meeting of Stockholders
Time and Date
Record Date
9:00 A.M., Central Time, May 12, 2021
March 15, 2021
Place
Number of Common Shares
Eligible to Vote at the
Annual Meeting as of
March 15, 2021
Embassy Suites Near the Galleria
14021 Noel Road
Dallas, Texas 75240
103,645,921
We intend to hold the Annual Meeting in person. However, we are sensitive to concerns related to public health and travel and are monitoring the protocols that federal, state, and local governments may recommend or require in light of the COVID-19 pandemic. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). In the event we determine it is necessary or appropriate to take additional steps regarding how we conduct the Annual Meeting, we will announce this decision in advance, and details will be posted on our website and filed with the SEC.
Voting Matters
Matter
Board Recommendation
Page Reference
(for more detail)
Election of Directors
✔ For each director nominee
7
Advisory Approval of Executive Compensation
✔ For
41
Ratification of Appointment of BDO USA, LLP
✔ For
42
Approval of the 2021 Stock Incentive Plan
✔ For
45
Board Nominees
The following table provides summary information about each director nominee. All directors of the Company are elected annually and, in an uncontested election, by a majority of the votes cast at the Annual Meeting.
Name, Age
Director
Since
Principal Occupation
Committee
Memberships*
Other U.S. Public
Company Boards
A
NCG
CC
RC
AC
Monty J. Bennett, 55
2003
Chairman of Ashford Trust; Chairman and CEO of Ashford Inc.; Chairman of Braemar
 
 
 
 

(C)
Ashford Inc.; Braemar
Benjamin J. Ansell, M.D., 53
2009
Chairman and founder of UCLA Executive Health Program; Founder and Director of UCLA Medical Hospitality
Amish Gupta, 41(L)
2014
Managing Partner of RETC, Limited Partnership
 
 
 

(C)
 
J. Robison Hays, III, 43
2020
CEO and President of Ashford Trust; Senior Managing Director of Ashford Inc.
Kamal Jafarnia, 54
2013
General Counsel, Executive Vice President and Secretary of Lonsdale Digital Management, Inc.
 

(C)
 
 
Bluerock Residential Growth REIT
Frederick J. Kleisner, 76 (F)
2016
Retired CEO of Morgans Hotel Group Co.
Sheri L. Pantermuehl, 64 (F)
2018
Chief Financial Officer of Alan Ritchey Inc.

(C)
 
 
 
 
Alan L. Tallis, 74 (F)
2013
Principal of Alan L. Tallis & Associates

(C)
*
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. Our Board, in consultation with the Nominating and Corporate Governance Committee, will determine the appropriate committee membership for the forthcoming year after the completion of the Annual Meeting.
A: Audit Committee
NCG: Nominating and Corporate Governance Committee
CC: Compensation Committee
RC: Related Party Transactions Committee
AC: Acquisitions Committee
(L): Lead Director
(F): Audit Committee financial expert
(C): Chair
2
2021 Proxy Statement

TABLE OF CONTENTS

Summary of Director Diversity and Experience
Our Board embodies a broad and diverse set of experiences, qualifications, attributes and skills. Below is a brief summary of some of the attributes, skills and experience of our director nominees. For a more complete description of each director nominee’s qualifications, please see their biographies starting on page 8.


Corporate Governance Highlights
We are committed to the values of effective corporate governance and high ethical standards. Our Board believes that these values are conducive to the strong performance of the Company and creating long-term stockholder value. Our governance framework gives our independent directors the structure necessary to provide oversight, direction, advice and counsel to the management of the Company. This framework is described in more detail in our Corporate Governance Guidelines and codes of conduct, which can be found on our website at www.ahtreit.com by clicking the “Investor” tab, then the “Corporate Governance” tab and then the “Governance Documents” link.
Set forth below is a summary of our corporate governance framework.
Board Independence
All directors except our Chairman and Mr. Hays are independent
Board Committees
We have five standing Board committees:
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Related Party Transactions Committee
Acquisitions Committee
All committees, except the Acquisitions Committee, are composed entirely of independent directors
All three Audit Committee members are “financial experts”
Leadership Structure
Chairman of the Board separate from CEO
Independent and empowered Lead Director with broadly-defined authority and responsibilities
2021 Proxy Statement   3

TABLE OF CONTENTS

Risk Oversight
Regular Board review of enterprise risk management and related policies, processes and controls
Board committees exercise oversight of risk for matters within their purview
Open Communication
We encourage open communication and strong working relationships among the Lead Director, Chairman, CEO and other directors and officers
Our directors have direct access to our officers and management and employees of our advisor
Stock Ownership
Stock ownership and equity award retention guidelines for directors and executives
Our directors should own shares of our common stock in excess of 1.5x the annual board retainer fee
Our CEO should own shares of our common stock in excess of 3x his annual base salary
Our other executive officers should own shares of our common stock in excess of 1.5x his or her annual base salary
Our directors and executive officers may not sell any stock granted to them for service to the Company until the required ownership levels described above are met
Comprehensive insider trading policy
Prohibitions on hedging and pledging transactions
Accountability to Stockholders
Directors elected by majority vote in uncontested director elections
We have a non-classified Board and elect every director annually
We do not have a stockholder rights plan
We have opted out of the Maryland Control Share Acquisition Act (which provides certain takeover defenses)
We have not elected to be subject to the provisions of the Maryland Unsolicited Takeover Act, which would permit our Board to classify itself without a stockholder vote
Stockholders holding a stated percentage of our outstanding voting shares may call special meetings of stockholders
Board receives regular updates from management regarding interaction with stockholders and prospective investors
Board Practices
Robust annual Board and committee self-evaluation process
Mandatory director retirement at age 70 unless waived by the Board
Balanced and diverse Board composition
Limits on outside public company board service
Conflicts of Interest
Matters relating to our advisor or any other related party are subject to the approval of our independent directors or Related Party Transactions Committee
4
2021 Proxy Statement

TABLE OF CONTENTS

2020 Performance Highlights
In 2020, we focused intensely on managing the challenges our Company faced as a result of the economic effects of the COVID-19 pandemic.
Below is a summary of some of our key accomplishments in 2020:
Asset Management
Reduced payroll by $191 million (53.1%) vs STR benchmark of 49.6%

 Against 65.0% revenue decline vs US of 63.6%

Successfully secured non-traditional hotel business during pandemic:

 Hotel Indigo Atlanta – Georgia Tech University – approximately $500,000 revenue for the third and
fourth quarters

 Residence Inn Seaworld – Florida National Guard –
approximately $500,000 revenue

 Hilton Nassau Bay – Royal Dutch Shell –
approximately $1.2 million revenue

 Marriott Research Triangle Park – Durham County –
approximately $1.3 million revenue

 Multiple California Marriott properties participated in
Department of General Services

Hotels for Health Care Workers program –approximately $3.7 million revenue Hotel buyouts: Hotel Indigo, Marriott Research Triangle Park, Hilton Nassau Bay, Residence Inn Seaworld, Marriott Beverly Hills

 Significant group bookings, taking up the majority of
hotel's inventory

Negotiated ability to receive general ledger, cash and payroll reports from each brand

Negotiated adoption of a minimum staffing model during bleakest days of crisis
Capital Expenditures:

 Placed all nonessential capital expenditure projects 
on hold conserving more than $90 million in cash

 Successfully negotiated extension to 2022/2023 on 8
property improvement plans totaling $48 million

 Vetted and approved approximately 400 Systems, Mechanical, Building, and Life Safety (SMBL) essential
projects totaling $9 million

 Received $1 million historical tax credit for Hilton Ft.
Worth

 Supported Ashford Trust by providing asset/property level historical and forecasted capital expenditure
spending

Remington Performance Metrics Beat Expectations:

 $98 million over the cash flow budget goal

 48.6% cash flow to last year versus pre-COVID goal 
of 28.1%

Performance across Tax, Risk, Legal

 Over $3.7 million in property tax appeal savings
obtained

 52 policy renewals between Ashford Trust and
combined policies

 Property program renewed at 18% vs. 30%-50% for
peers

 Casualty program beat peers by approximately 15%;
55% year-over-year expense reduction

 Adjusted/closed 141 property claims totaling
$9.4 million

 Extended ground lease of dock at Hyatt Savannah
2021 Proxy Statement   5

TABLE OF CONTENTS

Capital Structure & Liquidity
Expense Reduction
Management aggressively implemented measures to provide necessary liquidity

 Handed back 13 hotels across 4 loan pools, resulting in $405 million debt reduction to Ashford
Trust

Executed preferred to common exchange

 Approximately 30% of preferred shares converted

 6.9 million preferred shares converted, eliminating
$172 million in obligations

 Ongoing 3(a)(9) exchanges

Tapped ATM funding for equity raise/liquidity

 $12 million raised on 4.1 million shares in 2020

Entered into a purchase agreement with Lincoln Park to ensure adequate liquidity

 Company may sell up to $40 million of shares of
common stock

Secured long-term capital agreement up to $450 million with best-in-class capital provider
Implemented corporate cost reductions of $47.6 million in 2020

 42% reduction in General and Administrative
spending from pre-COVID forecast

Remington Expense Reductions of $240 million

 Total expenses down 51.3% year-over-year

 Labor expenses down $82 million (47.5%) year-
over-year

 Room linen Costs Per Occupied Room (CPOR)
down 28.3% year-over-year

 Utilities costs down 20%

 Labor productivity improvement of 16.1%

 Overtime hours mix decreased 1.4% to 2.2%

 As of December 25, 2020, our properties are down 3,617 employees vs. last year with hours down 70.2%
Forbearance Negotiations
Investor Relations
Secured forbearance agreements on $2.8 billion of loans in 2020

 Subsequent to year end 2020, Ashford Trust secured forbearance agreements on an additional $814 million for a total of $3.6 billion
Engaged new innovative methods to interact with investors and potential investors in a COVID-19 environment
6
2021 Proxy Statement

TABLE OF CONTENTS

PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS
All of our directors are elected annually by our stockholders. Our Nominating and Corporate Governance Committee has recommended, and our Board has nominated, Monty J. Bennett, Benjamin J. Ansell, M.D., Amish Gupta, J. Robison Hays, III, Kamal Jafarnia, Frederick J. Kleisner, Sheri L. Pantermuehl and Alan L. Tallis for election as our directors.
Each of the persons nominated as director who receives a majority vote at the Annual Meeting will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. Under the terms of our bylaws, in uncontested elections of directors of our Company, a nominee is elected as a director by the affirmative vote of a majority of the votes cast in the election for that nominee (with abstentions and broker non-votes not counted as a vote cast either for or against that director’s election), at the meeting of stockholders at which such election occurs. Under our Corporate Governance Guidelines, if an incumbent director who is a nominee for reelection does not receive the affirmative vote of the holders of a majority of the shares of common stock so voted for such nominee, such incumbent director must promptly tender his or her resignation as a director for consideration by the Nominating and Corporate Governance Committee of our Board and ultimate decision by the Board. The Nominating and Corporate Governance Committee will promptly consider any such tendered resignation and will make a recommendation to our Board as to whether such tendered resignation should be accepted or rejected, or whether other action should be taken with respect to such offer to resign. Any incumbent director whose tendered resignation is under consideration may not participate in any deliberation or vote of the Nominating and Corporate Governance Committee or our Board regarding such tendered resignation. The Nominating and Corporate Governance Committee and our Board may consider any factors they deem relevant in deciding whether to accept, reject or take other action with respect to any such tendered resignation. Within 90 days after the date on which certification of the stockholder vote on the election of directors is made, our Board will publicly disclose its decision and rationale regarding whether to accept, reject or take other action with respect to the tendered resignation. If any incumbent director’s tendered resignation is not accepted by our Board, such director will continue to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified or his or her earlier death or resignation.
Set forth below are the names, principal occupations, committee memberships, ages, directorships held with other companies, if any, and other biographical data for each of the eight nominees for director, as well as the month and year each nominee first began his or her service on our Board. For a discussion of such person’s beneficial ownership of our common stock, see the “Security Ownership of Management and Certain Beneficial Owners” section of this proxy statement.
If any nominee becomes unable to stand for election as a director, an event that our Board does not presently expect, our Board reserves the right to nominate substitute nominees prior to the meeting. In such a case, the Company will file an amended proxy statement that will identify each substitute nominee, disclose whether such nominee has consented to being named in such revised proxy statement and to serve, if elected, and include such other disclosure relating to such nominee as may be required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our Board unanimously recommends a vote FOR all nominees.
2021 Proxy Statement   7

TABLE OF CONTENTS

Nominees for Election as Directors
MONTY J. BENNETT


Age: 55
Director since 2003
Committees:
• Acquisitions (chair)
Mr. Monty J. Bennett was first elected to our Board in May 2003 and has served as a director of the Company since that time and served as our Chief Executive Officer from that time until February 2017. Effective in January 2013, Mr. Bennett was appointed as the Chairman of our Board. Prior to January 2009, Mr. Bennett also served as our President. Mr. Bennett currently serves as the chair of our Acquisitions Committee. Mr. Bennett also currently serves as Chief Executive Officer and Chairman of the board of directors of Ashford Inc., where he has served in such capacities since November 2014, and as Chairman of the Board of Braemar, where he has served in such capacity since April 2013. Mr. Bennett also served as Chief Executive Officer of Braemar from April 2013 until November 2016. Mr. Bennett joined Remington Lodging in 1992 and has served in several key positions, such as President, Executive Vice President, Director of Information Systems, General Manager and Operations Director.

Mr. 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 26 years of experience in the hotel industry and has experience in virtually all aspects of the hospitality industry, including hotel ownership, finance, operations, development, asset management and project management. He is a member of the American Hotel & Lodging Association’s Industry Real Estate Finance Advisory Council (IREFAC), the Global Advisory Council of Hoftel, a worldwide hotel ownership group, and is on the Advisory Editorial Board for GlobalHotelNetwork.com. He is also a member of the Chief Executive Officer Fiscal Leadership Council for Fix the Debt, a non-partisan group dedicated to reducing the nation’s federal debt level and on the advisory board of Texans for Education Reform. Formerly, Mr. Bennett was a member of Marriott’s Owner Advisory Council and Hilton’s Embassy Suites Franchise Advisory Council.

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. Mr. Bennett received the Top-Performing CEO Award from HVS for 2011. This award is presented each year to the Chief Executive Officer in the hospitality industry who offers the best value to stockholders based on HVS’s pay-for-performance model. The model compares financial results relative to Chief Executive Officer compensation, as well as stock appreciation, company growth and increases in EBITDA.

Mr. Bennett’s extensive industry experience as well as the strong and consistent leadership qualities he has displayed in his prior role as the Chief Executive Officer and a director of the Company and his experience with, and knowledge of, the Company and its operations gained in those roles and in his role as Chief Executive Officer and director of Ashford Inc. since its inception, are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company and as the Chairman of our Board.
8
2021 Proxy Statement

TABLE OF CONTENTS

BENJAMIN J. ANSELL, M.D.

Age: 53
Director since 2009
Independent
Committees:
• Nominating and
   Corporate Governance
• Acquisitions
Dr. Ansell was first elected to our Board in May 2009 and currently serves as a member of our Acquisitions Committee and as a member of our Nominating and Corporate Governance Committee. Dr. Ansell is the founder of and current director and Chairman of the board of the UCLA Executive Health Program, where he has been responsible for marketing and selling executive health program services to more than 20 Fortune 500 companies and 4,000 individual customers. Dr. Ansell also founded and serves as the director of UCLA Medical Hospitality, which coordinates health services, concierge and some hospitality functions within the UCLA Health System. Dr. Ansell is also a senior practice physician within the UCLA Health System, specializing in cardiovascular disease prevention and early detection strategies. Over the past two decades, Dr. Ansell has acted as senior advisor to the pharmaceutical industry and financial community with respect to U.S. marketing, sales and branding strategies for cardiovascular medication.

Dr. Ansell received a dual undergraduate degree with distinction in Biology and as a College Scholar in Music from Cornell University, followed by his Doctor of Medicine from the UCLA School of Medicine. Dr. Ansell successfully completed the director certification program at the UCLA Anderson Graduate School of Management in 2009.

Dr. Ansell has significant entrepreneurial and management experience including brand development and positioning, sales and marketing, finance and establishing strategic relationships with both corporate and individual clients and customers that are beneficial in his service on the Board. With a 25-year career in academic and clinical internal medicine, Dr. Ansell is also able to advise the Board regarding the implications of and response to emerging bio-threats to the hospitality industry such as COVID-19. In addition, Dr. Ansell brings his experience with, and knowledge of, the Company and its operations gained as a director of the Company since May 2009 to his role as a director of the Company.
AMISH GUPTA


Age: 41
Director since 2014
Independent Lead Director
Committees:
• Related Party
     Transactions (chair)
• Acquisitions
Mr. Gupta was first elected to our Board in May 2014 and currently serves as our lead independent director (“Lead Director”). Mr. Gupta currently serves as the Managing Partner of RETC, Limited Partnership, a property tax advisory firm that has represented over $30 billion in asset value nationally. He has led RETC since 2010, where he is responsible for overall operations and strategy. Additionally, Mr. Gupta founded Montfort Capital Partners (“MCP”), an asset management firm specializing in value-add real estate investments throughout the southern United States, where he serves as the Managing Partner. During this time, MCP has acquired $75 million in assets and secured a programmatic partnership with a national private equity firm. Prior to joining RETC, Mr. Gupta served as a real estate associate at The Carlyle Group, a private equity firm headquartered in Washington D.C. with more than $189 billion in assets under management, for three years.

Mr. Gupta received his MBA from the Kellogg School of Management and his B.A. from Emory University.

Mr. Gupta's extensive real estate knowledge, stemming from his experiences with RETC, MCP, and the Carlyle Group, combined with his business acumen, will generate valuable insights into the economic environment of the real estate industry for the Board.
2021 Proxy Statement   9

TABLE OF CONTENTS

J. ROBISON HAYS, III


Chief Executive Officer
and President
Age: 43
Director since 2020
Mr. Hays was appointed to our Board effective June 2020. He has served as our Chief Executive Officer and President since May 2020 and prior to that served as our Chief Strategy Officer since 2015 and our Senior Vice President—Corporate Finance and Strategy since 2010. He has been with our Company since 2005. Mr. Hays also currently serves as Senior Managing Director at Ashford Inc. and served on its board of directors until June 2020. Mr. Hays also previously served as Chief Strategy Officer for Braemar until May 2020. Prior to 2013, in addition to his other responsibilities, Mr. Hays was in charge of our investor relations group. Mr. Hays is a frequent speaker at industry and Wall Street investor conferences. Prior to joining our Company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic direction. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas.

Mr. Hays has been a frequent speaker at various lodging, real estate and alternative investment conferences around the globe. 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.

Mr. Hays’ extensive industry experience as well as the strong and consistent leadership qualities he has displayed as Chief Executive Officer and President and as a director of the Company and his experience with, and knowledge of, the Company and its operations gained in such roles are vital qualifications and skills that make him uniquely qualified to serve as a director of the Company.
10
2021 Proxy Statement

TABLE OF CONTENTS

KAMAL JAFARNIA


Age: 54
Director since 2013
Independent
Committees:
• Nominating and
     Corporate Governance    (chair)
• Compensation
Mr. Jafarnia was appointed to our Board effective January 2013 and currently serves as chair of our Nominating and Corporate Governance Committee and as a member of our Compensation Committee. Professionally, Mr. Jafarnia currently serves as General Counsel, Executive Vice President and Secretary of Lonsdale Digital Management, Inc. In addition, since June 2019, Mr. Jafarnia has served as a director of Bluerock Residential Growth REIT (NYSE American: BRG), a publicly listed REIT that focuses on the acquisition of multi-family apartment properties. Previously, Mr. Jafarnia served as General Counsel and Chief Compliance Officer at Artivest Holdings, Inc., which position he held from October 2018 until February 2021, and as Chief Compliance Officer of Altegris Advisers, LLC which was the adviser to the Altegris KKR Commitments Fund. Prior to that, Mr. Jafarnia served as Managing Director for Legal and Business Development at Provasi Capital Partners LP. Prior to that, from October 2014 to December 2017, he served as Senior Vice President of W.P. Carey Inc. (NYSE: WPC), as well as Senior Vice President and Chief Compliance Officer of Carey Credit Advisors, Inc. and as Chief Compliance Officer and General Counsel of Carey Financial, LLC. Prior to joining W. P. Carey Inc., Mr. Jafarnia served as Counsel to two American Lawyer Global 100 law firms in New York. From March 2014 to October 2014, Mr. Jafarnia served as Counsel in the REIT practice group at the law firm of Greenberg Traurig, LLP. From August 2012 to March 2014, Mr. Jafarnia served as Counsel in the Financial Services & Products Group and was a member of the REIT practice group of Alston & Bird, LLP. Between 2006 and 2012, Mr. Jafarnia served as a senior executive, in-house counsel, and Chief Compliance Officer for several alternative investment program sponsors, including, among others, American Realty Capital, a real estate investment program sponsor, and its affiliated broker-dealer, Realty Capital Securities, LLC.

Mr. Jafarnia received his J.D. from Temple University School of Law and LL.M. from Georgetown University. Mr. Jafarnia is a licensed attorney admitted to practice law in four states and the District of Columbia and has spent a majority of his career specifically as a regulatory compliance officer.

Mr. Jafarnia has over 21 years of experience in the real estate and financial services industry as an attorney, owner, principal, compliance officer and executive. His experience in these multiple roles provides unique perspectives and benefits to the Board, including specifically with respect to regulatory compliance. Mr. Jafarnia also has and maintains numerous relationships in the real estate industry that may be beneficial to his service on the Board. In addition, Mr. Jafarnia brings his experience with, and knowledge of, the Company and its operations gained as a director of the Company since January 2013 to his role as a director of the Company.
2021 Proxy Statement   11

TABLE OF CONTENTS

FREDERICK J. KLEISNER


Age: 76
Director since 2016
Independent
Committees:
• C ompensation
• Audit
• Nominating and       Corporate Governance
Audit Committee
Financial Expert
Mr. Kleisner was appointed to our Board in September 2016. Mr. Kleisner held a long illustrious career in the industry, serving as President and a director of Hard Rock Hotel Holdings, LLC, a destination casino and resort company, from October 2007 until March 2011. He also served as Chief Executive Officer of Morgans Hotel Group Co. (NASDAQ: MHGC), a hospitality company, from December 2007 until March 2011, as President and Chief Executive Officer (including interim President and Chief Executive Officer) from September 2007 until March 2009, and as a director from February 2006 to March 2011. Prior to his time at Morgans, Mr. Kleisner was the Chairman and Chief Executive Officer of Rex Advisors, LLC, a hotel advisory firm, from January 2006 to September 2007. From August 1999 to December 2005, Mr. Kleisner served as President, Chief Operating Officer and, from March 2000 to August 2005, Chief Executive Officer of Wyndham International, Inc., a global hotel company. Mr. Kleisner also has served as Chairman of Wyndham International’s board from October 2000 to August 2005. He served as President and Chief Operating Officer of The Americas for Starwood Hotels & Resorts Worldwide, Inc. Hotel Group from January 1998 to August 1999. He has held senior positions with Westin Hotels and Resorts Worldwide, where he served as President and Chief Operating Officer from 1995 to 1998; Interstate Hotels Company, where he served as Executive Vice President and Group President of Operations from 1990 to 1995; the ITT Sheraton Corporation, where he served as Senior Vice President, Director of Operations, North America Division-East from 1985 to 1990; and Hilton Hotels Corp., where for 16 years he served as General Manager of several landmark hotels.

Mr. Kleisner served as a director of Caesars Entertainment Corporation (NASDAQ: CZR) from 2013 to October 2017, Kindred Healthcare, Inc. (NYSE: KND) from 2009 to July 2018, and Apollo Residential Mortgage, Inc. (formerly NYSE: AMTG), a real estate investment trust, from July 2011 to August 2016. From November 2007 to August 2010, Mr. Kleisner served as a director of Innkeepers USA Trust, a subsidiary of Apollo Investment Corporation (NASDAQ: AINV). He is currently a director of Athora Holdings, Ltd., a specialist solutions provider for the European insurance and reinsurance market; European Gtd. Life Co; Playtime, LLC, a manufacturer of antibacterial and antimicrobial playground equipment and play systems; and Aimbridge Hospitality, Inc., a hotel investment and management firm.

Mr. Kleisner graduated from Michigan State University with a B.A. in Hotel Management, and currently serves as a Real Estate Investment Management Advisory Board member of Michigan State University’s Eli Broad College of Business, School of Hospitality Business. He also completed advanced studies at the University of Virginia, Darden School of Business and attended the Catholic University of America.

Mr. Kleisner’s extensive, impressive experience in the management and operation of companies in the hospitality industry enables him to provide the Board with a wealth of knowledge regarding operational issues facing companies in the hospitality industry and a business acumen essential to guiding the Company’s strategy.
12
2021 Proxy Statement

TABLE OF CONTENTS

SHERI L. PANTERMUEHL


Age: 64
Director since 2018
Independent Committees:
• Audit (chair)
• Related Party
Transactions
Audit Committee
Financial Expert
Ms. Pantermuehl was first elected to our Board in May 2018 and currently serves as the chair of our Audit Committee and as a member of our Related Party Transactions Committee. Ms. Pantermuehl has served as the Chief Financial Officer of Alan Ritchey, Inc. since May 2015, which has operations in the transportation and agriculture segments. From February 2011 to April 2015, Ms. Pantermuehl performed back office functions and acted as the Chief Financial Officer for a number of small to medium size firms, including a software development/document imaging firm and a bio-technology firm. From April 2007 to January 2011, Ms. Pantermuehl served as Controller and Chief Financial Officer of Riptide Worldwide, Inc. Prior to that, Ms. Pantermuehl served as the Chief Financial Officer of Intrametrics Corporation and Vertical Computer Systems, Inc., and as Director of Finance of Blockbuster, Inc. Ms. Pantermuehl is a former Treasurer and member of the board of directors of the Arthritis Foundation.

Ms. Pantermuehl received a bachelor’s degree in Business Administration with an emphasis in Accounting and Finance from Texas A&M University and graduated magna cum laude.

As a financial executive with over 26 years of experience as chief financial officer/controller of different companies and an innovative leader with significant successes in reducing operational costs and implementing effective strategies for business growth, Ms. Pantermuehl brings a valuable perspective on financial and related matters to the Board.
ALAN L. TALLIS


Age: 74
Director since 2013
Independent
Committees:
• Compensation (chair)
• Audit
• Related Party
     Transactions
Audit Committee
Financial Expert
Mr. Tallis has served on our Board since his appointment in January 2013. Mr. Tallis currently serves as the chair of our Compensation Committee and as a member of our Audit Committee and Related Party Transaction Committee. Mr. Tallis is currently principal of Alan L. Tallis & Associates, a consulting firm principally engaged in serving the lodging industry, and an advisor at Hospitality Advisory Associates, a lodging industry advisory firm. He currently serves on the Advisory Boards of the Stonehill Strategic Hotel Credit Opportunity Fund II and Stonehill Strategic Hotel Credit Opportunity Fund III. From March 2008 through February 2011, Mr. Tallis served as Executive Vice President, Asset Management for our Company, and from February 2011 through January 2012, Mr. Tallis served as a consultant to our Company. From June 2006 to May 2007, Mr. Tallis served as a senior advisor to Blackstone Real Estate Advisors following its acquisition of La Quinta Corporation. From July 2000 until May 2006, Mr. Tallis served in various positions with La Quinta Corporation, most recently serving as President and Chief Development Officer of LQ Management LLC and President of La Quinta Franchising LLC. Prior to joining La Quinta Corporation, Mr. Tallis held various positions with Red Roof Inns, including serving as Executive Vice President—Development and General Counsel from 1994 to 1999. Mr. Tallis received an MBA from the Red McCombs School of Business at the University of Texas at Austin and a J.D. from the University of Miami. Mr. Tallis has over 41 years of experience in the lodging industry, including his responsibility for the growth of both of La Quinta Inns and Red Roof Inns. His diverse experience has included extensive transaction work, brand management and brand relations. In addition to his extensive experience in the lodging industry, Mr. Tallis’ service with our Company, first as our Executive Vice President, Asset Management and then as a consultant and as a director of the Company, allows him to bring a valuable perspective to the Board.
2021 Proxy Statement   13

TABLE OF CONTENTS

Summary of Director Qualifications, Skills, Attributes and Experience
Our Nominating and Corporate Governance Committee and the full Board believe a complementary mix of diverse qualifications, skills, attributes, and experiences will best serve the Company and its stockholders. The summary of our directors’ qualifications, skills, attributes, and experiences that appears below, and the related narrative for each director nominee appearing in the directors’ biographies above, notes some of the specific experience, qualifications, attributes, and skills for each director that our Board considers important in determining that each nominee should serve on the Board in light of the Company’s business, structure, and strategic direction. The absence of a checkmark for a particular skill does not mean the director in question is unable to contribute to the decision-making process in that area.

14
2021 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Our Board is committed to corporate governance practices that promote the long-term interests of our stockholders. The Board regularly reviews developments in corporate governance and updates the Company’s corporate governance framework, including its corporate governance policies and guidelines, as it deems necessary and appropriate. Our policies and practices reflect corporate governance initiatives that comply with the listing requirements of the NYSE and the corporate governance requirements of the Sarbanes-Oxley Act of 2002. We maintain a corporate governance section on our website, which includes key information about our corporate governance initiatives including our Corporate Governance Guidelines, charters for the committees of our Board, our Code of Business Conduct and Ethics and our Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The corporate governance section can be found on our website at www.ahtreit.com by clicking the “Investor” tab, then the “Corporate Governance” tab, and then the “Governance Documents” link.
Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics applies to each of our directors and officers (including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer, and Executive Vice President, General Counsel and Secretary (or their respective successors)) and employees. The term “officers and employees” includes individuals who (i) are employed directly by us, if any (we do not currently employ any employees) or (ii) are employed by Ashford Inc., our advisor or their subsidiaries and (a) have been named one of our officers by our Board or (b) have been designated as subject to the Code of Business Conduct and Ethics by the legal department of our advisor. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
full, fair, accurate, timely and understandable disclosure in our reports filed with the SEC and our other public communications;
compliance with applicable governmental laws, rules and regulations;
prompt internal reporting of violations of the code to appropriate persons identified in the code;
protection of Company assets, including corporate opportunities and confidential information; and
accountability for compliance to the code.
Any waiver of the Code of Business Conduct and Ethics for our executive officers or directors may be made only by our Board or one of our Board committees and will be promptly disclosed if and to the extent required by law or stock exchange regulations.
Board Leadership Structure
Our Board regularly considers the optimal leadership structure for the Company and its stockholders. In making decisions related to our leadership structure, the Board considers many factors, including the specific needs of the Company in light of its current strategic initiatives and the best interests of stockholders.
To further minimize the potential for future conflicts of interest, our bylaws and our Corporate Governance Guidelines, as well as the NYSE rules applicable to its listed companies, require that the Board must maintain a majority of independent directors at all times, and our Corporate Governance Guidelines require that if the Chairman of the Board is not an independent director, at least two-thirds of the directors must be independent. Currently, all of our directors other than Mr. Monty J. Bennett and Mr. Hays are independent directors. Our Board must also comply with each of our conflict of interest policies discussed in “Certain Relationships and Related Person Transactions—Conflict of Interest Policies.” Our bylaw provisions, governance policies and conflicts of interest policies are designed to provide a strong and independent board and ensure independent director input and control over matters involving potential conflicts of interest.
2021 Proxy Statement   15

TABLE OF CONTENTS

In 2019, our Board appointed Amish V. Gupta to serve as the Lead Director for a one-year term. In 2020, our Board re-appointed Mr. Gupta to serve as the Lead Director for an additional one-year term. Under our Corporate Governance Guidelines, the Lead Director has the following duties and responsibilities:
preside at all executive sessions of the independent or non-employee directors of the Company;
advise Chairman of the Board and Chief Executive Officer of decisions reached and suggestions made at meetings of independent directors or non-employee directors;
serve as liaison between the Chairman of the Board and the independent directors;
approve information sent to the Board;
approve meeting agendas for the Board;
approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;
authorize the calling of meetings of the independent directors; and
if requested by major stockholders, be available for consultation and direct communication.
Our Board believes that our leadership structure provides a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.
Board Role
Subject to the advisory agreement entered into by the Company, Ashford Inc., Ashford Hospitality Limited Partnership (“AHLP”), Ashford TRS Corporation and Ashford LLC, as amended from time to time (the “advisory agreement”), the business and affairs of the Company are managed by or under the direction of our Board in accordance with Maryland law. Our Board provides direction to, and oversight of, management of the Company. In addition, our Board establishes the strategic direction of the Company and oversees the performance of the Company’s business, management and the employees of our advisor who provide services to the Company. Subject to our Board’s supervision, our advisor is responsible for the day-to-day operations of the Company and is required to make available sufficient experience and appropriate personnel to serve as executive officers of the Company. The management of the Company is responsible for presenting business objectives, opportunities and/or strategic plans to our Board for review and approval and for implementing the Company’s strategic direction and the Board’s directives.
Strategy
Our Board recognizes the importance of ensuring that our overall business strategy is designed to create long-term value for our stockholders and maintains an active oversight role in formulating, planning and implementing the Company’s strategy. Our Board regularly considers the progress of, and challenges to, the Company’s strategy and related risks throughout the year. At each regularly-scheduled Board meeting, the management and the Board discuss strategic and other significant business developments since the last meeting and the Board considers, recommends and approves changes, if any, in strategies for the Company.
Risk Oversight
Our full Board has ultimate responsibility for risk oversight, but the committees of our Board help oversee risk in areas over which they have responsibility. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. Our Board and the Board committees receive regular updates related to various risks for both our Company and our industry. Our Board has received regular updates from the management team on the evolving COVID-19 pandemic and is involved in strategy decisions related to the impact of the COVID-19 pandemic on our business. The Audit Committee regularly receives and discusses reports from members of management who are involved in the risk assessment and risk management functions of our Company. The Compensation Committee annually reviews the overall structure of our equity compensation programs to ensure that those programs do not encourage executives to take unnecessary or excessive risks.
16
2021 Proxy Statement

TABLE OF CONTENTS

Succession Planning
Our Board, acting through the Nominating and Corporate Governance Committee, has reviewed and concurred in a management succession plan, developed by our advisor in consultation with the Chairman, to ensure continuity in senior management. This plan, on which the Chief Executive Officer is to report to the Board from time to time, addresses:
emergency Chief Executive Officer succession;
Chief Executive Officer succession in the ordinary course of business; and
succession for the other members of senior management.
The plan also includes an assessment of senior management experience, performance, skills and planned career paths.
Board Observers
On January 15, 2021, the Company entered into a credit agreement with certain funds and accounts managed by Oaktree Capital Management, L.P. (“Oaktree”). In connection with the transactions contemplated by the credit agreement, on January 15, 2021, Ashford Trust entered into an Investor Agreement (the “Investor Agreement”) with Oaktree. The Investor Agreement, among other things, provides Oaktree the right to appoint two observers to the Board, until such time, and subject to certain limitations, as more fully described in the Investor Agreement.
Board Refreshment
In addition to ensuring the Board reflects an appropriate mix of experiences, qualifications, attributes and skills, the Nominating and Corporate Governance Committee also focuses on director succession and tenure. For example, our bylaws and Corporate Governance Guidelines provide that individuals who would be 70 years of age at the time of their election may not serve on our Board unless the Board waives such limitation. That limitation has been waived for both Mr. Kleisner and Mr. Tallis in connection with their election as directors at the Annual Meeting and their service as directors until the annual meeting of stockholders to be held in 2022. Upon attaining age 70 while serving as a director of the Company and annually thereafter, an individual must tender a letter of proposed retirement from our Board effective at the expiration of such individual’s current term, and our Board may accept the retirement of the director or request such director to continue to serve as a director.
Director Nomination Procedures by the Company
The Nominating and Corporate Governance Committee recommends qualified candidates for Board membership based on the following criteria:
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;
business or other relevant experience; and
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.
In connection with the merit-based selection of nominees for director, the Board has regard for the need to consider director candidates from different and diverse backgrounds, including sex, race, color, ethnicity, age, and geography. Consideration will also be given to the Board’s desire for an overall balance of professional diversity, including background, experience, perspective, viewpoint, education, and skills. In early 2018, our Board approved specific amendments to the “Selection of Directors” section of the Corporate Governance Guidelines to more specifically include diversity of sex, race, color, ethnicity, age, and geography when considering director candidates. The Board, taking into consideration the recommendations of the Nominating and Corporate Governance Committee, is
2021 Proxy Statement   17

TABLE OF CONTENTS

responsible for selecting the director nominees for election by the stockholders and for appointing directors to the Board between annual meetings to fill vacancies, with primary emphasis on the criteria set forth above. The Board and the Nominating and Corporate Governance Committee assess the effectiveness of the Board’s diversity efforts as part of the annual board evaluation process.
Stockholder Nominations
Our bylaws permit stockholders to nominate candidates for election as directors of the Company at an annual meeting of stockholders. Stockholders wishing to nominate director candidates can do so by providing a written notice to the Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254. Stockholder nomination notices and the accompanying certificate, as described below, must be received by the Corporate Secretary not earlier than November 30, 2021 and not later than 5:00 p.m., Eastern time, on December 30, 2021 for the nominated individuals to be considered for candidacy at the 2022 annual meeting of stockholders. Such nomination notices must include all information regarding the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a director in an election contest pursuant to the SEC’s proxy rules under the Exchange Act, as well as certain other information regarding the proposed nominee, the stockholder nominating such proposed nominee and certain persons associated with such stockholder, and must be accompanied by a certificate of the nominating stockholder as to certain matters, all as prescribed in the Company’s bylaws. A detailed description of the information required to be included in such notice and the accompanying certificate is included in the Company’s bylaws. You may contact the Corporate Secretary at the address above to obtain a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations. Failure of the notice and certificate to comply fully with the requirements of the Company’s bylaws in such regard will result in the stockholder nomination being invalid and the election of the proposed nominee as a director of the Company not being voted on at the pertinent annual meeting of stockholders.
Stockholder and Interested Party Communication with our Board of Directors
Stockholders and other interested parties who wish to contact any of our directors either individually or as a group may do so by writing to them c/o the Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1200, Dallas, Texas 75254. Stockholders’ and other interested parties’ letters are reviewed by Company personnel based on criteria established and maintained by our Nominating and Corporate Governance Committee, which includes filtering out improper or irrelevant topics such as solicitations.
Director Orientation and Continuing Education
Our Board and senior management conduct a comprehensive orientation process for new directors to become familiar with our vision, strategic direction, core values including ethics, financial matters, corporate governance policies and practices and other key policies and practices through a review of background material and meetings with senior management. Our Board also recognizes the importance of continuing education for directors and is committed to providing education opportunities in order to improve both our Board’s and its committees’ performance. Senior management will assist in identifying and advising our directors about opportunities for continuing education, including conferences provided by independent third parties.
Director Retirement Policy
Upon attaining the age of 70 and annually thereafter, as well as when a director’s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board, a director will tender a letter of proposed retirement or resignation, as applicable, from our Board to the chair of our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee will review the director’s continuation on our Board and recommend to the Board whether, in light of all the circumstances, our Board should accept such proposed resignation or request that the director continue to serve.
18
2021 Proxy Statement

TABLE OF CONTENTS

Hedging and Pledging Policies
Pursuant to our Corporate Governance Guidelines, we maintain a policy that prohibits our directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for a loan. Our policy also prohibits our directors and executive officers from engaging in speculation with respect to Company securities, and specifically prohibits our executives from engaging in any short-term, speculative securities transactions involving Company securities and engaging in hedging transactions. For a description of the Company’s hedging and pledging transactions please refer to “Executive Compensation—Hedging and Pledging Policies.”
2021 Proxy Statement   19

TABLE OF CONTENTS

BOARD OF DIRECTORS AND COMMITTEES
Our business is managed through the oversight and direction of our Board. Members of our Board are kept informed of our business through discussions with the Chairman of the Board, Chief Executive Officer, Lead Director and other officers, by reviewing materials provided to them and by participating in meetings of our Board and its committees.
The Board has retained Ashford Inc. and Ashford LLC to manage our operations and our portfolio of hotel assets, subject to the Board’s oversight and supervision and the terms and conditions of the advisory agreement. Because of the conflicts of interest created by the relationships among us, Ashford Inc., Braemar, and any other related party, and each of their respective affiliates, many of the responsibilities of the Board have been delegated to our independent directors, as discussed below and under “Certain Relationships and Related Person Transactions—Conflict of Interest Policies.”
During the year ended December 31, 2020, our Board held 20 regular meetings and our non-employee directors, each of whom is an independent director, held 7 meetings and/or executive sessions. Our Board must hold at least two regularly scheduled meetings per year of the non-employee directors without management present. All of our incumbent directors standing for re-election attended, in person or by telephone, at least 75% of all meetings of our Board and committees on which such director served, held during the period for which such person was a director or was a member of such committees, as applicable.
Board Member Independence
Our Board determines the independence of our directors in accordance with our Corporate Governance Guidelines and Section 303A.02(a) of the NYSE Listed Company Manual, which requires an affirmative determination by our Board that the director has no material relationship with us that would impair independence. In addition, Section 303A.02(b) of the NYSE Listed Company Manual sets forth certain tests that, if any of them is met by a director automatically disqualifies that director from being independent from management of our Company. Moreover, our Corporate Governance Guidelines provide that if any director receives, during any 12-month period within the last three years, more than $120,000 per year in direct compensation from the Company, exclusive of director and committee fees and pension or other forms of deferred compensation, he or she will not be considered independent. Our Corporate Governance Guidelines also provide that at all times that the Chairman of the Board is not an independent director, at least two-thirds of the members of the Board should consist of independent directors. The full text of our Board’s Corporate Governance Guidelines can be found on our website at www.ahtreit.com by clicking the “Investor” tab, then the “Corporate Governance” tab and then the “Governance Documents” link.
Following deliberations, our Board has affirmatively determined that, with the exception of Mr. Monty J. Bennett, our Chairman, and Mr. J. Robison Hays, III, our Chief Executive Officer and President, each nominee for election as a director of the Company is independent of Ashford Trust and its management and has been such during his or her term as a director commencing with the annual meeting of stockholders of the Company, held on May 16, 2019, under the standards set forth in our Corporate Governance Guidelines and the NYSE Listed Company Manual, and our Board has been since such date and is comprised of a majority of independent directors, as required by Section 303A.01 of the NYSE Listed Company Manual. Any reference to an independent director herein means such director satisfies both the standards set forth in our Corporate Governance Guidelines and the NYSE independence tests.
In addition, each current member of our Audit Committee and our Compensation Committee has been determined by our Board to be independent and to have been independent at all pertinent times under the heightened independence standards applicable to members of audit committees of board of directors and to members of compensation committees of board of directors of companies with equity securities listed for trading on the NYSE and under the rules of the SEC under the Exchange Act and that each nominee for election as a director of the Company at the Annual Meeting is independent under those standards.
In making the independence determinations with respect to our current directors, our Board examined all relationships between each of our directors or their affiliates and Ashford Trust or its affiliates. Our Board determined that none of these transactions impaired the independence of the directors involved.
20
2021 Proxy Statement

TABLE OF CONTENTS

Board Committees and Meetings
Historically, the standing committees of our Board have been the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Related Party Transactions Committee and the Acquisitions Committee. Each of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee is governed by a written charter that has been approved by our Board. A copy of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee charters can be found on our website at www.ahtreit.com by clicking the “Investor” tab, then the “Corporate Governance” tab and then the “Governance Documents” link. The committee members of each active committee and a description of the principal responsibilities of each such committee follows:
Current Committee Membership
Audit
Compensation
Nominating
and
Corporate
Governance
Related Party
Transactions
Committee
Acquisitions
Monty J. Bennett
 
 
 
 
Benjamin J. Ansell, M.D.
Amish Gupta
 
 
 
Kamal Jafarnia
Frederick J. Kleisner
 
 
Sheri L. Pantermuehl
Alan L. Tallis
 
 
(C): Chair
2021 Proxy Statement   21

TABLE OF CONTENTS

Audit Committee
Current Members:
Sheri L. Pantermuehl (chair), Frederick J. Kleisner and Alan L. Tallis
Independence
All of the members of the Audit Committee have been determined by our Board to be independent at all pertinent times, including under the heightened independence standards for members of audit committees of boards of directors.
Number of Meetings in 2020:
5
Key Responsibilities
Evaluate the performance, qualifications and independence of the independent auditors;
review with the independent auditors and the Chief Financial Officer and controller the audit scope and plan;
approve in advance all audit and non-audit engagement fees;
if necessary, to appoint or replace our independent auditors;
meet to review with management and the independent auditors the annual audited and quarterly financial statements;
recommend to our Board whether the Company’s financial statements should be included in the Annual Report on Form 10-K;
prepare the audit committee report that the SEC rules and regulations require to be included in the Company’s annual proxy statement;
discuss with management the Company’s major financial risk exposures and management’s policies on financial risk assessment and risk management, including steps management has taken to monitor and control such exposures;
annually review the effectiveness of the internal audit function;
review with management the Company’s disclosure controls and procedures and internal control over financial reporting, and review the effectiveness of the Company’s system for monitoring compliance with laws and regulations, including the Company’s code of conduct and cybersecurity; and
evaluate its own performance and deliver a report to the Board setting forth the results of such evaluation.
Each current Audit Committee member qualifies as an “audit committee financial expert,” as defined by the applicable rules and regulations of the Exchange Act. All of the members of our Audit Committee on and after January 1, 2020 are “financially literate” under the NYSE listing standards.
22
2021 Proxy Statement

TABLE OF CONTENTS

Compensation Committee
Current Members:
Alan L. Tallis (chair), Kamal Jafarnia and Frederick J. Kleisner
Independence
All of the members of the Compensation Committee have been determined by our Board to be independent at all pertinent times, including under the heightened standards for members of the compensation committees of boards of directors.
Number of Meetings in 2020:
5
Key Responsibilities
Review the Company’s equity compensation programs to ensure the alignment of the interests of key leadership with the long term interests of stockholders;
either as a committee or together with the other independent directors (as directed by our Board), determine and approve the Chief Executive Officer’s and Chairman of our Board’s equity compensation;
make recommendations to our Board with respect to the equity compensation of executive officers;
review the performance of our officers;
review and approve the officer compensation plans, policies and programs;
annually review the compensation paid to non-employee directors for service on our Board and make recommendations to our Board regarding any proposed adjustments to such compensation;
prepare an annual report on executive compensation for the Company’s annual proxy statement; and
administer the Company’s equity incentive plan.
The Compensation Committee has the authority to retain and terminate any compensation consultant to assist it in the evaluation of officer compensation, or to delegate its duties and responsibilities to one or more subcommittees as it deems appropriate. In 2020, the Compensation Committee retained Gressle & McGinley LLC (“Gressle & McGinley”) as its independent compensation consultant. Gressle & McGinley provided competitive market data to support the Compensation Committee’s decisions on the value of equity to be awarded to our named executive officers. Gressle & McGinley has not performed any other services for the Company and performed its services only on behalf of, and at the direction of, the Compensation Committee. Our Compensation Committee reviewed the independence of Gressle & McGinley in light of SEC rules and NYSE listing standards regarding compensation consultant independence and has affirmatively concluded that Gressle & McGinley is independent from management of the Company and has no conflicts of interest relating to its engagement by our Compensation Committee.
2021 Proxy Statement   23

TABLE OF CONTENTS

Nominating and Corporate Governance Committee
Current Members:
Kamal Jafarnia (chair), Benjamin J. Ansell, M.D. and Frederick J. Kleisner
Independence
All of the members of the Nominating and Corporate Governance Committee have been determined by our Board to be independent at all pertinent times.
Number of Meetings in 2020:
5
Key Responsibilities
Assess, develop and communicate with our Board for our Board’s approval the appropriate criteria for nominating and appointing directors;
recommend to our Board the director nominees for election at the next annual meeting of stockholders;
identify and recommend candidates to fill vacancies on our Board occurring between annual stockholder meetings;
when requested by our Board, recommend to our Board director nominees for each committee of our Board;
develop and recommend to our Board our Corporate Governance Guidelines and periodically review and update such Corporate Governance Guidelines as well as make recommendations concerning changes to the charters of each committee of our Board;
perform a leadership role in shaping in our corporate governance; and
oversee a self-evaluation of our Board.
Related Party Transactions Committee
Members:
Amish Gupta (chair), Sheri L. Pantermuehl and Alan L. Tallis
Number of Meetings in 2020:
9
Key Responsibilities
Review any transaction in which our officers, directors, Ashford Inc. or Braemar or their officers, directors or respective affiliates have an interest, including any other related party and their respective affiliates, before recommending approval by a majority of our independent directors. The Related Party Transactions Committee can deny a new proposed transaction or recommend for approval to the independent directors. Also, the Related Party Transactions Committee periodically reviews and reports to independent directors on past approved related party transactions.
Acquisitions Committee
Members:
Monty J. Bennett (chair), Benjamin J. Ansell, M.D. and Amish Gupta
Number of Meetings in 2020:
0
Key Responsibilities
Review and approve any acquisition or disposition (and any related property level financing) by the Company, or its affiliates of assets valued at under $100 million.
24
2021 Proxy Statement

TABLE OF CONTENTS

Director Compensation
Each of our non-employee directors (other than our Chairman, Mr. Monty J. Bennett) is paid an annual base cash retainer of $90,000. Non-employee directors serving in the following capacities also receive the additional annual cash retainers set forth below:
Capacity
Additional
Annual
Retainer
($)
Lead Director
50,000
Audit Committee Chair
25,000
Compensation Committee Chair
15,000
Nominating and Corporate Governance Committee Chair
15,000
Related Party Transactions Committee Chair
10,000
Committee Member (Non-Chair)
5,000
Each non-employee director (other than our Chairman, Mr. Monty J. Bennett) also receives an annual grant of immediately vested equity shares having a value of $90,000, in the form of shares of our common stock or long-term incentive partnership (“LTIP”) units in our operating partnership, at the election of each director, and additional cash retainers from time to time for their service on special committees. Our Chairman, Mr. Monty J. Bennett, instead receives an annual equity grant with a value and vesting schedule that is determined by the Board after review of the Company’s prior fiscal year performance, considering the same factors as the Board takes into account in making annual equity grants to our named executive officers (as further described below under “Executive Compensation”). One-half of Mr. Monty J. Bennett’s equity award granted in fiscal 2020 is eligible to vest over a three-year period based on the Company’s absolute and relative total shareholder return (as further described below under “Executive Compensation”) and the other half is eligible to vest based on continued service in three equal installments on each anniversary of the grant date. Mr. Monty J. 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. The Board believes that the size of, and vesting schedule applicable to, Mr. Monty J. Bennett’s annual equity grant is appropriate because it reflects the scale of his historical and ongoing contributions to the Company, the depth of his expertise and knowledge of both the Company and our industry generally, and his continuous leadership as a founder of the Company and our advisor.
We do not pay Board meeting fees to any of our directors (although per meeting fees for service on special committees may be paid). We have historically reimbursed and will continue to reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the Board. Officers receive no additional compensation for serving on the Board.
On March 16, 2020, in light of the uncertainty created by the effects of the COVID-19 pandemic, the annual cash retainer for each independent director was temporarily reduced by 25%. On August 3, 2020, the full retainer was restored for calendar year 2020, but remaining installments of the retainer (and any additional cash retainers for service on committees or as lead director) were instead paid in the form of fully vested shares of our common stock or LTIPs, at each applicable director’s election.
To encourage retention of our non-employee directors, we also provide a special, one-time equity award to qualifying retiring directors. Pursuant to this arrangement, an eligible director who has completed at least five years of service on the Board will be provided a one-time award upon his or her separation of service with a total value of (x) $10,000 multiplied by (y) each year of service completed on the Board, payable either in cash or in fully vested shares of our common stock, or any combination thereof, in the Board’s discretion. An eligible director will also be entitled to continuing participation in the Company’s prevailing discounted/complimentary hotel room program for a period of years equal to the number of years of Board service completed.
Our Corporate Governance Guidelines provide a stock ownership requirement for our directors. Under our revised guidelines, each director should hold common stock with a value in excess of three times his or her annual board retainer fee (excluding any portion of the retainer fee representing additional compensation for being a committee chairman or committee member). New directors are expected to achieve compliance with this requirement within four years from the date of election or appointment. Once a director has met his or her guideline, he or she will not be considered to be out of compliance with the guideline as a result of stock price volatility. The Company calculates the
2021 Proxy Statement   25

TABLE OF CONTENTS

minimum number of shares necessary to meet compliance with the guidelines, and that number of shares will be the number required to be held through the remaining term of a director’s tenure. Although a director may not sell any common stock granted to them in connection with their service to the Company until the director is in compliance with the guidelines, no director is required to acquire shares on the open market (or is prohibited from selling shares acquired on the open market) in order to meet compliance with the guidelines. As of December 31, 2020, at which time our prior ownership guidelines were in effect (generally requiring each of our non-employee directors to hold an amount of common stock having a value in excess of four times his or her annual board retainer fee, excluding Committee fees), none of our directors (other than Mr. Bennett and Mr. Ansell) had achieved the ownership level set forth in our prior guidelines as a result of the decline in our stock price caused by recent events, including the impact of the novel coronavirus (COVID-19).
The following table summarizes the compensation paid by us to our non-employee directors for their services as director for the fiscal year ended December 31, 2020:
Name
Fees
Earned or
Paid in
Cash
Stock
Awards/LTIP(1)
All Other
Compensation(2)
Total
Benjamin J. Ansell, M.D.
$35,625
$148,528
$
$184,153
Monty J. Bennett
439,170
439,170
Amish Gupta
56,250
182,415
238,665
Kamal Jafarnia
41,250
157,770
199,020
Frederick J. Kleisner
37,500
151,609
189,109
Sheri L. Pantermuehl
44,910
163,930
208,840
Alan L. Tallis
43,125
160,852
203,977
(1)
Based on the fair market value of the stock awards computed in accordance with FASB ASC Topic 718 on the date of the grant. See Notes 2, 13, and 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the assumptions used in the valuation of stock-based awards. Each director (other than Dr. Ansell) elected to receive his or her fiscal 2020 stock awards as LTIP units. This column includes both each applicable director’s annual equity retainer award, as well as the portion of each director’s cash retainers that were paid in equity, as further described above.
(2)
As described above, Mr. Monty J. 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. Monty J. Bennett’s award for fiscal 2020 was granted on March 11, 2020, and he elected to receive the performance-based portion of his award in PSUs. (The time-based portion of Mr. Bennett’s award was granted in the form of restricted stock.) See Notes 2, 13, and 15 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of the assumptions used in the valuation of stock-based awards. As of December 31, 2020, Mr. Monty J. Bennett, held 91,515 service-based LTIP units, 40,064 performance-based LTIP units, assuming that the applicable performance metrics are achieved at the maximum level, and 46,264 performance stock units, assuming that the applicable performance metrics are achieved at the target level.
Compensation Committee Interlocks and Insider Participation
During 2020, Messrs. Tallis, Kleisner and Jafarnia served on our Compensation Committee. Messrs. Tallis, Kleisner and Jafarnia were and are independent directors throughout the period for which they served or have served on our Compensation Committee during 2020 and thereafter. Neither Mr. Kleisner nor Mr. Jafarnia were, are or have ever been an officer or employee of our Company. None of Mr. Tallis, Mr. Kleisner and Mr. Jafarnia serve, or during 2020 served, as (i) a member of a Compensation Committee (or board committee performing equivalent functions) of any entity, one of whose executive officers served as a director of the Company or as a member of our Compensation Committee, or (ii) a director of another entity, one of whose executive officers served or serves on our Compensation Committee. No member of our Compensation Committee has, or had during 2020, any relationship with the Company requiring disclosure as a related person transaction in the section “Certain Relationships and Related Party Transactions” of this proxy statement.
Attendance at Annual Meeting of Stockholders
In accordance with our Corporate Governance Guidelines, directors of the Company are expected to attend the annual meeting of stockholders in person, by telephone or video conference. All persons who were directors at our 2020 annual meeting of stockholders attended our 2020 annual meeting.
26
2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE OFFICERS AND COMPENSATION
Executive Officers
The following table shows the names and ages of our current executive officers and the positions held by each individual. A description of the business experience of each for the past five years follows the table.
Name
Age
Title
J. Robison Hays, III
43
Chief Executive Officer and President
Robert G. Haiman
52
Executive Vice President, General Counsel and Secretary
Deric S. Eubanks
45
Chief Financial Officer and Treasurer
Jeremy J. Welter
44
Chief Operating Officer
Mark L. Nunneley
63
Chief Accounting Officer
J. ROBISON HAYS, III

Chief Executive Officer and President
Age: 43
Executive since 2010
Mr. Hays has served as our Chief Executive Officer and President since May 2020 and prior to that served as our Chief Strategy Officer since 2015 and our Senior Vice President—Corporate Finance and Strategy since 2010. He has been with our Company since 2005. Mr. Hays also currently serves as Senior Managing Director at Ashford Inc. and served on its board of directors until June 2020. Mr. Hays also previously served as Chief Strategy Officer for Braemar until May 2020. Prior to 2013, in addition to his other responsibilities, Mr. Hays was in charge of our investor relations group. Mr. Hays is a frequent speaker at industry and Wall Street investor conferences. Prior to joining our Company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic direction. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas.

Mr. Hays has been a frequent speaker at various lodging, real estate and alternative investment conferences around the globe. 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.
2021 Proxy Statement   27

TABLE OF CONTENTS

ROBERT G. HAIMAN

Executive Vice President,
General Counsel and
Secretary
Age: 52
Executive since 2018
Mr. Haiman has served as our Executive Vice President, General Counsel and Secretary since June 2018, and he serves in the same roles for Ashford Inc. and Braemar. Prior to joining our Company, Mr. Haiman spent 14 years at Remington Lodging, where he oversaw a variety of legal and business initiatives. 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: 45
Executive since 2011
Mr. Eubanks has served as our Chief Financial Officer and Treasurer since June 2014 and has served in that capacity for Ashford Inc. and Braemar since June 2014. Prior to serving as Chief Financial Officer and Treasurer, Mr. Eubanks served as our Senior Vice President of Finance from September 2011 to June 2014 and in that capacity for Braemar from April 2013 to June 2014. In his role as Chief Financial Officer and Treasurer, Mr. Eubanks is responsible for assisting our Chief Executive Officer with all corporate finance and financial reporting initiatives and capital market activities including equity raises, debt financings and loan modifications. He also oversees Investor Relations and is responsible for overseeing and executing our hedging strategies. Prior to his role as Senior Vice President of Finance, Mr. Eubanks was Vice President of Investments and was responsible for sourcing and underwriting hotel investments including direct equity investments, joint venture equity, preferred equity, mezzanine loans, first mortgages, B-notes, construction loans and other debt securities. Mr. Eubanks has been with us since our initial public offering in August of 2003. Mr. Eubanks has written several articles for industry publications and is a frequent speaker at industry conferences and industry round tables. Before joining our Company, Mr. Eubanks was a Manager of Financial Analysis for ClubCorp, where he assisted in underwriting and analyzing investment opportunities in the golf and resort industries.

Mr. Eubanks earned a 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.
28
2021 Proxy Statement

TABLE OF CONTENTS

JEREMY J. WELTER

Chief Operating Officer
Age: 44
Executive since 2011
Jeremy J. Welter has served as our Chief Operating Officer since March 2018 and has also served in that capacity for Ashford Inc. and Braemar since March 2018. Mr. Welter has also served as President of Ashford Inc. since March 2018. He served as our Executive Vice President, Asset Management from March 2011 to March 2018. He also served in that capacity for Ashford Inc. from November 2014 to March 2018 and for Braemar from April 2013 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. 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 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 earned his Bachelor of Science in Economics from Oklahoma State University, where he served as student body president and graduated summa cum laude.
MARK L. NUNNELEY

Chief Accounting Officer
Age: 63
Executive since 2003
Mr. Nunneley has served as our Chief Accounting Officer since May 2003 and has served in that capacity for Ashford Inc. since April 2014 and for Braemar since April 2013. 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. Mr. Nunneley is a certified public accountant (CPA) in the State of Texas and is a member of the American Institute of Certified Public Accountants, Texas Society of CPAs and Dallas Chapter of CPAs.

Mr. Nunneley earned his Bachelor of Science degree in Business Administration from Pepperdine University and his Master of Science in Accounting from the University of Houston.
2021 Proxy Statement   29

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
The following is a discussion of the equity compensation program adopted for our named executive officers, which include our President and Chief Executive Officer, our Chief Financial Officer, our Chief Operating Officer, our Executive Vice President, General Counsel, and Secretary, and our former Chief Executive Officer. Also included below is a discussion of the equity awarded to our named executive officers in 2021 with respect to 2020 performance. This discussion should be read together with the compensation tables and related disclosures set forth elsewhere in this proxy statement.
Compensation of Our Executive Officers
We are externally advised by Ashford Inc. pursuant to an advisory agreement. Ashford Inc., through its operating company Ashford LLC, is responsible for implementing our investment strategies and managing our operations. Our advisor manages the day-to-day operations of our Company and our affiliates in exchange for an advisory fee, the terms of which are described under “Certain Relationships and Related Person Transactions—Our Relationship and Agreements with Ashford Inc. and its Subsidiaries.” As a consequence of this management arrangement and although the Company has executive officers, it does not have any employees. Each of the Company’s executive officers is, however, an employee of our advisor and is compensated by our advisor in his capacity as such. During all of 2019 and 2020, the cash compensation received by our executive officers was paid to those persons by Ashford Inc. in their capacity as employees of our advisor. However, our executive officers (as well as other employees of our advisor) continue to be eligible to receive equity awards under our equity incentive plan and we grant equity compensation to our executive officers under our equity incentive plan as described below. We do not, however, provide any other compensation or employee benefit plans for our executive officers.
Role of the Compensation Committee
The equity compensation we pay to our executive officers is administered under the direction of our Compensation Committee. In its role as the administrator of our equity compensation program, our Compensation Committee recommends the equity compensation to be paid to our named executive officers with respect to a year to the Board, taking into consideration the recommendations of our Chairman and our independent compensation consultant, with the members of the Board ultimately approving all executive compensation decisions. A full description of the Compensation Committee’s roles and responsibilities can be found in its charter which is posted to our website at www.ahtreit.com under the “Investor” tab, by navigating to the “Corporate Governance” link, then to the “Governance Documents” link.
Our Compensation Committee has the authority to retain independent advisors to assist the committee in fulfilling its responsibilities. In July 2015, the committee initially retained Gressle & McGinley as its independent compensation consultant, and has continued to do so. Gressle & McGinley has not performed any services other than executive and director compensation services for the Company, and has performed its services only on behalf of, and at the direction of, the Compensation Committee (although Gressle & McGinley is also the independent compensation consultant to the compensation committees of the boards of directors of our advisor, Ashford Inc., and Braemar). Our Compensation Committee has reviewed the independence of Gressle & McGinley in light of SEC rules and NYSE listing standards regarding compensation consultant independence and has affirmatively concluded that Gressle & McGinley is independent from the Company and has no conflicts of interest relating to its engagement by our Compensation Committee.
Advisory Fee and Compensation Paid by the Advisor
Pursuant to our advisory agreement, we pay Ashford Inc. an advisory fee. In turn, Ashford Inc. uses a portion of the proceeds of such advisory fee to pay the cash compensation it pays its personnel. We do not specifically reimburse Ashford Inc. for any executive officer compensation or benefits costs. The following is a summary of the advisory fees we paid to Ashford Inc. in 2020 and the total 2020 compensation paid to our named executive officers, including the equity compensation we paid to our named executive officers in 2020:
Under the terms of our advisory agreement, for 2020 our advisory services fee totaled approximately $50.1 million, comprised of a base fee of approximately $34.7 million, reimbursable overhead, internal audit,
30
2021 Proxy Statement

TABLE OF CONTENTS

risk management advisory, and asset management services of approximately $6.4 million and equity-based compensation of approximately $8.9 million associated with equity grants of our common stock and long-term incentive partnership units, or LTIP units, awarded to the officers and employees of Ashford Inc. and its subsidiaries.
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 2020, our named executive officers earned total cash compensation of approximately $7.6 million from Ashford Inc. The total cash compensation paid by Ashford Inc. to our named executive officers was comprised of an aggregate of approximately $2.4 million in salaries and an aggregate of approximately $4.0 million in cash bonuses for 2020 performance (paid in early 2021), plus approximately $1.2 million in cash payments to our former Chief Executive Officer paid in accordance with the non-competition covenants contained in his former employment agreement with Ashford Inc. In addition, Ashford Inc. granted 135,000 restricted shares of common stock of Ashford Inc. with an aggregate grant date fair value of approximately $1.4 million, to our named executive officers. We have not agreed to or otherwise undertaken to pay Ashford Inc. any amount or otherwise reimburse Ashford Inc. for any expense it incurs in connection with the grant of any equity awards with respect to Ashford Inc. common stock to its employees who are our named executive officers.
Not all of the compensation received by our named executive officers from Ashford Inc. was attributable to services performed as executive officers of our Company. Based on a review of the proportion of our Company to the total operations managed using various measures of size (revenue, assets, and total enterprise value), we estimate that approximately 70% of the compensation paid by Ashford Inc. is attributable to services provided by our named executive officers to our Company.
The cash bonus awards paid by Ashford Inc. to its employees who are our named executive officers were under a discretionary program for fiscal 2020. Because of the uncertainty caused by the COVID-19 pandemic, Ashford Inc. suspended its formulaic bonus program for fiscal 2020, and awarded discretionary bonuses to its employees in the first quarter of 2021 for 2020 performance.
2021 Proxy Statement   31

TABLE OF CONTENTS

2021 Equity Grant Decisions for 2020 Performance
The Compensation Committee believes that our named executive officers should have an ongoing stake in the long-term success of our business, and our equity compensation program is intended to align our executives’ interests with those of our stockholders, as well as to reward our executive officers for their performance on the Company’s behalf. Under our equity program, the Compensation Committee determines the size of potential equity awards by officer based on a review of market pay levels, taking into consideration the size of our Company against our peers, as well as multiple other factors including, but not limited to, the Company’s and each named executive officer’s individual performance, competitive award opportunities provided to similarly situated executives, and our named executive officers’ roles and responsibilities.
For purposes of the below, the discussion of our 2020 performance evaluation relates to the equity grants made to our named executive officers in March 2021. However, the SEC’s rules require disclosure in the tables that follow this Executive Compensation discussion of the equity awards that were granted to our named executive officers in 2020. For a detailed discussion of our 2019 performance, on which the size of our equity awards granted in 2020 was based, please refer to the “2019 Compensation Results” discussion contained in our 2020 proxy statement, filed with the SEC on April 1, 2020.
One-half of the value of the annual equity awards is granted in a form that is eligible to vest based on performance metrics established by the Compensation Committee. The other half of the potential award is eligible to vest based on continued service in three equal installments on each anniversary of the grant date. Named executive officers may elect to receive their service-based equity awards in the form of “LTIP units” (a special class of partnership units in our operating partnership called “long-term incentive partnership units,” which are described in further detail below under “—LTIP Units”) or restricted common stock, and their performance-based equity awards in the form of performance stock units (“PSUs”) or performance LTIP units (“Performance LTIPs”), as described in further detail below. Upon vesting and reaching economic parity with the common units, LTIP units are convertible into common units at the option of the recipient. Common units are redeemable for cash or, at our option, convertible into shares of our common stock at a 1:1 conversion ratio.
Prior to fiscal 2021, PSUs and Performance LTIPs vested solely based on achievement of absolute and relative total shareholder return (“TSR”) metrics. PSUs and Performance LTIPs granted in fiscal 2020 each may vest from 0% to 200% of target based on achievement of a specified absolute or relative TSR, as applicable, over a three–year performance period, subject to forfeiture. However, for fiscal 2020 awards, each grantee had an opportunity to vest in one-third of the target award (the “First-Year Target”) after the first year of the three-year performance period, based on the Company’s absolute and relative TSR achievement over the first year. Between 0% and 200% of the First-Year Target was eligible to vest based on such performance over the first year, and any PSUs and Performance LTIPs that so vested would have reduced the number of any PSUs and Performance LTIPs that would have otherwise vested at the end of the three-year performance period (but not below zero). However, based on the Company’s absolute and relative TSR achievement over the first year of the performance period, none of the fiscal 2020 PSUs or Performance LTIPs were eligible to vest at that time, but will remain eligible to vest at the end of the three-year performance period.
32
2021 Proxy Statement

TABLE OF CONTENTS

For fiscal 2021 grants, the Compensation Committee shifted to a new performance metric structure that is intended to provide our named executive officers with a competitive equity compensation opportunity that is clearly linked to Company operating metrics to which our named executive officers contribute to achieving in a tangible, objectively measurable way, while still providing a direct link to our shareholders by incorporating an overall absolute TSR modifier. The Compensation Committee believed that this change was appropriate to implement for fiscal 2021, as our historical stock price volatility has resulted in outstanding performance awards that do not provide an adequate retention incentive, and also do not provide enough emphasis on improvement of operating performance, which is a key goal as the Company continues to adapt to a changing COVID-19 pandemic environment. Therefore, one-half of the fiscal 2021 PSUs and Performance LTIPs will be eligible to vest (from 0% to 200% of target) based on achievement of a Hotel Net Operating Income metric, while the remaining one-half will be eligible to vest (from 0% to 200% of target) based on a Net Debt and Preferred Equity to Total Enterprise Value ratio, as set forth in the table below (with linear interpolation between the threshold and target, and target and maximum, performance levels) over the three-year performance period commencing on January 1, 2021 and ending on December 31, 2023:
Metric
Threshold
Performance
(50%)
Target
Performance
(100%)
Maximum
Performance
(200%)
2023 Hotel Net Operating Income(1)
$100M
$200M
$300M
(Net Debt + Preferred Equity) / Total Enterprise Value(2)
95%
85%
75%
(1)
Hotel Net Operating Income is defined as the Company’s Hotel EBITDA (as reported by the Company in its earnings release for the fiscal year ending December 31, 2023), reduced by the Company’s FF&E Reserve (as calculated by the Committee). However, the threshold performance level will be reduced by 30%, the target performance level will be reduced by 55%, and the maximum performance level will be reduced by 80%, respectively, of the 2019 Hotel Net Operating Income related to any hotel assets disposed of during the three-year performance period.
(2)
(Net Debt + Preferred Equity) / Total Enterprise Value is defined as the quotient, expressed as a percentage, of (x) the sum of (A) the Company’s Net Debt (as defined below) plus (B) the aggregate par value of all outstanding shares of the Company’s preferred stock outstanding as of December 31, 2023, plus any accrued but unpaid dividends thereon, divided by (y) the sum of (1) the Company’s Net Debt plus (2) the aggregate par value of all outstanding shares of the Company’s preferred stock outstanding as of December 31, 2023, plus any accrued but unpaid dividends thereon, plus (3) the aggregate value of all outstanding shares of the Company’s common stock (including for this purpose any outstanding partnership units in the Company’s operating partnership) as of December 31, 2023 (calculated by multiplying the aggregate number of such outstanding shares and partnership units by the closing price of the common stock on such date, or, if such date is not a trading day, the closing price of the common stock on the immediately preceding trading day). “Net Debt” is defined as “indebtedness” less (w) “cash and cash equivalents,” (x) “restricted cash,” (y) financial assets “due from third-party hotel managers,” and (z) “marketable securities,” each as reported in the Company’s consolidated financial statements reported on Form 10-K for the fiscal year ending December 31, 2023.
Once performance based on the two metrics above is determined at the end of the three-year performance period, the calculated amount (which may between 0% and 200% of the target award) will be further subject to an absolute TSR modifier, which may range from 75% to 125% of the otherwise-earned award based on the annualized TSR over the three-year performance period as set forth in the table below (with linear interpolation between the threshold and target, and target and maximum, modifier levels):
Threshold
Absolute
TSR
Modifier
(75%)
Target
Absolute
TSR
Modifier
(100%)
Maximum
Absolute
TSR
Modifier
(125%)
5% or less
9%
13% or more
This structure will provide each grantee with an opportunity to vest from 0% to 250% of the fiscal 2021 target PSU and performance LTIP awards.
We generally use a three-year performance period in order to tie incentive compensation to long-term results; however, for fiscal 2020 awards, the Compensation Committee believed it was appropriate to include an additional vesting opportunity after the first year of the three-year performance period. The historical volatility in our stock price meant that a significant, but short-lived, increase or decrease in our stock price at the end of the performance period for our fiscal 2020 performance awards, which are eligible to vest based solely on absolute TSR and relative TSR metrics, could result in a significantly inflated or depressed number of PSUs or Performance LTIPs vesting, which would be inconsistent with our performance over the totality of the three-year period. However, this first-year vesting opportunity was removed with respect to the fiscal 2021 performance awards, as absolute TSR will be used as an overall modifier for the awards which will otherwise be eligible to vest based on achievement of operating metrics that are less susceptible to significant, short-lived shifts.
2021 Proxy Statement   33

TABLE OF CONTENTS

A summary of the components of the March 2021 equity awards to our named executive officers (other than Mr. Kessler, whose voluntary resignation was effective on May 14, 2020) is as follows:
Executive
Performance-Based
Shares/LTIPs Awarded
(#)
Service-
Based
Shares/LTIPs
Awarded
(#)
Total
March 2021
Equity Award
for 2020
Performance
(#)
J. Robison Hays, III
427,525
427,524
852,049
Deric S. Eubanks
232,085
232,084
464,169
Jeremy J. Welter
329,805
329,804
659,609
Robert G. Haiman
232,085
232,084
464,169
In addition to our annual equity incentive grants, in connection with his promotion to President and Chief Executive Officer and entry into an amended employment agreement with our advisor, the Board approved an additional, one-time grant of 543,000 shares of restricted stock to Mr. Hays. However, this award is contingent upon the approval by our shareholders of our 2021 Stock Incentive Plan at the annual meeting, as further described in Proposal Four set forth in this proxy statement. If such approval is obtained, then the award would vest in three equal installments on each of May 14, 2021, 2022, and 2023, generally subject to Mr. Hays’ continued service through each such date (but subject to accelerated vesting as further described below under “—Potential Payments Upon Termination of Employment or Change of Control”).
We have historically made equity awards under our 2011 Stock Incentive Plan; however, that plan is scheduled to expire by its terms on May 17, 2021. As further described in Proposal Four set forth in this proxy statement, we are requesting shareholder approval of our 2021 Stock Incentive Plan at the annual meeting, under which we intend to grant equity awards going forward. As also further described in Proposal Four, in addition to the one-time award for Mr. Hays described above, the annual equity grants made to our executive officers in 2021 were also granted under the 2021 Stock Incentive Plan, contingent upon such shareholder approval at the annual meeting.
LTIP Units
The LTIP units are a special class of partnership units in our operating partnership called “long-term incentive partnership units.” Grants of LTIP units are designed to offer executives the same long-term incentive as restricted stock, while allowing them more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our stock incentive plan, reducing availability for other equity awards, because LTIP units are convertible into common units of our operating partnership, which may themselves be converted into shares of our common stock based on a conversion ratio of 1:1. As a result, an LTIP unit granted may result in an issuance of one share of our common stock. LTIP units, whether vested or not, receive the same quarterly per unit distributions as common units of our operating partnership, which typically equal per share dividends on our common stock, if any. This treatment with respect to quarterly distributions is analogous to the treatment of time-vested restricted stock. (Note that distributions on Performance LTIPs accrue on unvested units and are paid in the form of additional common units of our operating partnership on the actual number of LTIP units that vest.) The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units but can achieve such parity over time. Upon the occurrence of certain corporate events, which are not performance-related events, the capital accounts of our operating partnership may be adjusted, allowing for the LTIP units to achieve parity with the common units over time. If such parity is reached, vested LTIP units become convertible into an equal number of common units. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock.
Subject to satisfaction of the applicable performance- or service-vesting requirements for the LTIP units or Performance LTIPs, the LTIP units will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the partnership at a time when the Company’s stock is trading at some level in excess of the price it was trading at on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership. A capital account revaluation generally occurs whenever
34
2021 Proxy Statement

TABLE OF CONTENTS

there is an issuance of additional partnership interests or the redemption of a partnership interest. If a sale, or deemed sale as a result of a capital account revaluation, occurs at a time when the operating partnership’s assets have sufficiently appreciated, the LTIP units will achieve full economic parity with the common units. However, in the absence of sufficient appreciation in the value of the assets of the operating partnership at the time a sale or deemed sale occurs, full economic parity would not be reached. Until and unless such economic parity is reached, the value that an executive will realize for vested LTIP units will be less than the value of an equal number of shares of our common stock.
Stock Ownership Guidelines
Our Corporate Governance Guidelines provide ownership guidelines for our executive officers. The guidelines state that the Chief Executive Officer should hold an amount of our common stock or other equity equivalent having a market value in excess of three times his annual base salary paid by our advisor and each other executive officer should hold common stock or other equity equivalent having a market value in excess of one-and-one half times his annual base salary paid by our advisor. The guidelines provide that ownership of common units or LTIP units in our operating partnership constitute “common stock” for purposes of compliance with the guideline based on a conversion ratio of 1:1. Executive officers are expected to achieve compliance within four years of being appointed. Once an executive officer has met his or her guideline, he or she will not be considered to be out of compliance with the guideline as a result of stock price volatility. The Company calculates the minimum number of shares necessary to meet compliance with the guidelines, and that number of shares will be the number required to be held through the remaining term of an executive’s tenure. Although an executive officer may not sell any common stock granted to them in connection with their service to the Company until the executive officer is in compliance with the guidelines, no executive officer is required to acquire shares on the open market (or is prohibited from selling shares acquired on the open market) in order to meet compliance with the guidelines. As of December 31, 2020, at which time our prior ownership guidelines were in effect (generally requiring each of our named executive officers to hold an amount of common stock having a value in excess of three times (six times, in the case of Mr. Hays) his or her base salary), none of our named executive officers had achieved the ownership level set forth in our prior guidelines as a result of the decline in our stock price caused by recent events, including the impact of the novel coronavirus (COVID-19).
Hedging and Pledging Policies
Pursuant to our Code of Business Conduct and Ethics and our Corporate Governance Guidelines, we maintain a policy that prohibits our directors and executive officers from holding Company securities in a margin account or pledging Company securities as collateral for a loan. Our policy also prohibits our directors and executive officers from engaging in speculation with respect to Company securities, and specifically prohibits our executives from engaging in any short-term, speculative securities transactions involving Company securities, including in-and-out trading, engaging in short sales or “sales against the box,” buying or selling put or call options, and engaging in hedging transactions.
Adjustment or Recovery of Awards
Under the Company’s clawback policy, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements, then the Compensation Committee, or, in the discretion of the Board, any other committee or body of the Board consisting only of independent directors, may require any Section 16 reporting officer, as well as any other officer holding the title of senior vice president or a more senior title whose job description includes the function of accounting or financial reporting (each, a “covered officer”), during the three-year period preceding the publication of the restated financial statement to reimburse the Company for any annual cash bonus and long-term equity incentive compensation earned during the prior three-year period in such amounts that the independent director committee determines to be in excess of the amount that such covered officer would have received had such compensation been calculated based on the financial results reported in the restated financial statement.
The independent director committee may take into account any factors it deems reasonable, necessary, and in the best interests of the Company to remedy any misconduct and prevent its recurrence. In determining whether to seek recoupment of any previously paid excess compensation and how much to recoup from each covered officer, the independent director committee must consider the accountability of the applicable covered officer, any conclusion by the independent director committee whether a covered officer engaged in wrongdoing, committed grossly negligent acts, omissions or engaged in willful misconduct, as well as any failure of the covered officer to report another
2021 Proxy Statement   35

TABLE OF CONTENTS

person’s grossly negligent acts, omissions, or willful misconduct. In addition, if a covered officer engaged in intentional misconduct or violation of Company policy that contributed to the award or payment of any annual cash bonus or long-term equity incentive compensation to him or her that is greater than would have been paid or awarded in the absence of the misconduct or violation, the independent director committee may take other remedial and recovery action permitted by applicable law, as determined by such committee.
Under the Dodd-Frank Act, the SEC has proposed additional rules regarding the clawback of equity awards in certain circumstances. If the proposed rules or other rules are finally adopted by the SEC, the Company intends to modify its recoupment policies accordingly.
36
2021 Proxy Statement

TABLE OF CONTENTS

Summary Compensation Table
The following table sets forth the fiscal 2020 and 2019 compensation paid to or earned by the Company’s named executive officers. Compensation information for Mr. Haiman is included only for fiscal 2020, as Mr. Haiman first became a named executive officer (as defined in 17 C.F.R. §229.402) of the Company in fiscal 2020.
Name and Principal Position
Year
Salary(1)
($)
Stock
Awards/
LTIPs(2)
Total
J. Robison Hays, III
2020
195,187
195,187
President and Chief Executive Officer
2019
1,395,317
1,395,317
Deric S. Eubanks
2020
195,187
195,187
Chief Financial Officer
2019
1,406,058
1,406,058
Jeremy J. Welter
2020
247,640
247,640
Chief Operating Officer
2019
1,400,688
1,400,688
Robert G. Haiman
2020
165,093
165,093
Executive Vice President, General
Counsel, and Secretary
Douglas A. Kessler(3)
2020
439,170
439,170
Former Chief Executive Officer
2019
3,110,743
3,110,743
(1)
We do not pay salary or bonus compensation to our executive officers, including our named executive officers. However, we grant our executive officers 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 either our Company or Braemar. 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, PSUs, and Performance LTIPs made in the fiscal year indicated (with respect to prior year performance), computed in accordance with FASB ASC Topic 718 without regard to the effects of forfeiture. Assumptions used in the calculation of these amounts are described in Notes 2, 13, and 15 to the Company’s audited consolidated financial statements for the fiscal year ending December 31, 2020, included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 16, 2021. These grants are subject to the service-based and performance-based vesting conditions discussed under “—2019 Compensation Results” in our 2020 proxy statement, filed with the SEC on April 1, 2020. 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 2020, 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.)
Name
At Maximum
J. Robison Hays, III
$120,373
Deric S. Eubanks
120,373
Jeremy J. Welter
90,280
Robert G. Haiman
60,187
Douglas A. Kessler
270,839
(3)
Mr. Kessler voluntarily resigned as our Chief Executive Officer, effective as of May 14, 2020.
2021 Proxy Statement   37

TABLE OF CONTENTS

Outstanding Equity Awards At Fiscal Year-End
*All unit/share counts are shown as adjusted following the Company’s 1:10 reverse stock split completed on July 15, 2020.
Name
Number of
Service-
Based
Equity
Awards That
Had Not
Vested at
December 31,
2020
Market
Value
of Service-
Based Equity
Awards That
Had Not
Vested at
December 31,
2020(8)
Equity
Incentive
Plan Awards
(PSUs and
Performance
LTIPs) That
Were
Unearned or
Not Vested at
December 31,
2020
Market
Value
of Equity
Incentive
Plan Awards
(PSUs and
Performance
LTIPs) That
Were
Unearned or
Not Vested at
December 31,
2020(8)
J. Robison Hays, III
3,018(1)
$7,817
4,527(4)
$11,726
7,160(2)
$18,544
5,371(5)
$13,910
10,000(3)
$25,900
5,000(6)
$12,950
Deric S. Eubanks
3,018(1)
$7,817
4,527(4)
$11,726
7,160(2)
$18,544
5,371(5)
$13,910
10,000(3)
$25,900
5,000(6)
$12,950
Jeremy J. Welter
3,018(1)
$7,817
4,527(4)
$11,726
7,160(2)
$18,544
5,371(5)
$13,910
15,000(3)
$38,850
7,500(6)
$19,425
Robert G. Haiman
327(7)
$847
4,131(2)
$10,699
3,099(5)
$8,025
10,000(3)
$25,900
5,000(6)
$12,950
Douglas A. Kessler(9)
(1)
These equity awards 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 vested on March 14, 2021.
(2)
These equity awards 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 vested on February 28, 2021; and the remaining one-third will vest on February 28, 2022.
(3)
These equity awards were granted on March 11, 2020, with an initial vesting term of three years. One-third of the awards initially granted vested on March 11, 2021; one-third will vest on March 11, 2022; and the remaining one-third will vest on March 11, 2023.
(4)
These equity awards were granted on March 14, 2018, and, assuming continued service and achievement of the specified performance-based vesting criteria, would have vested on March 13, 2021. 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, 2020, at which time the awards were still outstanding, which is 50% of the target payout; however, the actual number that could have vested could have ranged from 0% to 200% of the target number.
(5)
These equity awards were granted on February 28, 2019, and, assuming continued service and achievement of the specified performance-based vesting criteria, will vest on December 31, 2021. Amount reflects the threshold payout level, which is 50% of the target payout; however, the actual number that will vest could range from 0% to 200% of the target number.
(6)
These equity awards were granted on March 11, 2020, and assuming continued service and achievement of the specified performance-based vesting criteria, will vest on December 31, 2022. One-third of the initially granted award was eligible to vest based on performance over the first year of the three-year performance period, but since performance at the time was below the threshold level, no portion of the award vested after the first year of the performance period. Amount reflects the threshold payout level, which is 50% of the target payout; however, the actual number that will vest could range from 0% to 200% of the target number.
(7)
These equity awards were granted to Mr. Haiman under the Remington Hotels, LLC Ashford Stock Plan. These shares vested on March 15, 2021.
(8)
Market value of unvested service-based and performance-based awards is based on the closing share price of our common stock on December 31, 2020, of $2.59.
(9)
Mr. Kessler’s unvested equity awards were forfeited upon his voluntary resignation from employment with the Company, effective as of May 14, 2020.
38
2021 Proxy Statement

TABLE OF CONTENTS

Potential Payments Upon Termination of Employment or Change of Control
We are not a party to any employment agreements with our executive officers. As a result, all payments we would need to make to any named executive officer upon termination of employment or following a change of control are pursuant to awards granted under our equity incentive plan and the award agreements issued thereunder (which, for our executive officers, incorporate by reference certain acceleration of vesting provisions contained in the employment agreements that each executive officer has entered into with our advisor).
Generally, our equity awards (other than performance awards) will fully vest upon (i) the death or disability of the named executive officer; (ii) the termination or removal of the named executive officer as an employee or consultant of the Company or an affiliate without “cause” (as defined therein) or by the named executive officer for “good reason” (as defined therein); or (iii) the termination, removal, or resignation for “good reason” of the named executive officer as an employee or consultant of the Company or an affiliate for any reason within one year from the effective date of a change in control of the Company.
The PSUs and Performance LTIPs granted to the named executive officers will be eligible for accelerated vesting upon (i) the termination or removal of the named executive officer as an employee of the Company by the Company without “cause” (including a termination of the advisory agreement with our advisor) or by the named executive officer for “good reason,” (ii) the death or disability of the named executive officer, (iii) a change of control of the Company, (iv) a change of control of our advisor, if such change in control results in the vesting of the award under the terms of any employment agreement that the named executive officer has with our advisor, and (v) an involuntary termination of employment or the nonrenewal of the employment agreement to the extent such event causes vesting of the award under the employment agreement the named executive officer has with our advisor. (Our advisor is an affiliate under our equity incentive plan.) The number of PSUs or Performance LTIPs that vest is generally calculated based on performance at the greater of target or actual performance (based on a truncated performance period), except that in the case of clauses (iii) and (iv), the number is based solely on actual performance (based on a truncated performance period).
In the case of Mr. Kessler, all outstanding unvested equity awards were forfeited in connection with his voluntary resignation from the Company, effective on May 14, 2020.
For the purposes of the plan, the following definitions apply:
Cause” has, with respect to a named executive officer, the same definition as in any employment agreement that such named executive officer has with the Company, Ashford Inc., or any of their respective affiliates. In the employment agreements that our named executive officers have with our advisor, “cause” generally means the named executive officer’s:
(i)
conviction of, or entry of a plea of guilty or nolo contendere to, a felony (exclusive of a conviction, plea of guilty, or plea of nolo contendere arising under a statutory provision imposing criminal liability on a per se basis due to any offices held by the named executive officer pursuant to the employment agreement, so long as any act or omission of the named executive officer with respect to such matter was not taken or omitted in contravention of any applicable policy or directive of our advisor’s board of directors);
(ii)
willful breach of duty of loyalty which is materially detrimental to our advisor or any entity that it advises, 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.
2021 Proxy Statement   39

TABLE OF CONTENTS

A “change of control” of the Company is deemed to have occurred when:
(i)
any person other than (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) Ashford Inc. or an affiliate, (D) a company owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company, or (E) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the beneficial owner, directly or indirectly, of securities of the Company representing 30% or more of the shares of voting stock of the Company then outstanding;
(ii)
the consummation of any merger, organization, business combination, or consolidation of the Company or one of its subsidiaries with or into any other company, other than a merger, reorganization, business combination, or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding securities which represent immediately after such merger, reorganization, business combination, or consolidation more than 50% of the combined voting power of the voting securities of the Company or the surviving company or the parent of such surviving company;
(iii)
the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition if the holders of the voting securities of the Company outstanding immediately prior thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquiror, or parent of the acquiror, of such assets, or the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or
(iv)
individuals who constitute our Board cease for any reason to constitute at least a majority of our Board; provided, however, that any individual becoming a director whose election by our Board was approved by a vote of at least a majority of the directors then comprising the Board is considered as though such individual were a member of the initial Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than our Board.
Good reason” has, with respect to a named executive officer, the same definition as in any employment agreement that such named executive officer has with the Company, Ashford Inc., or any of their respective affiliates. In the employment agreements that our named executive officers have with our advisor, “good reason” generally means:
(i)
the assignment to the named executive officer of any duties, responsibilities, or reporting requirements (or, in the case of Mr. Hays or 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.
40
2021 Proxy Statement

TABLE OF CONTENTS

PROPOSAL NUMBER TWO—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
We are providing stockholders an opportunity to cast a non-binding advisory vote on executive compensation (sometimes referred to as “say on pay”). This proposal allows the Company to obtain the views of stockholders on the design and effectiveness of our executive compensation program. Your advisory vote will serve as an additional tool to guide the Compensation Committee and our Board in continuing to improve the alignment of our executive compensation programs with the interests of the Company and our stockholders.
Section 14A of the Exchange Act and related SEC rules require that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. We must provide this opportunity to our stockholders at least once every three years; however, following the recommendation of our stockholders, our Board has chosen to hold this vote every year.
In deciding how to vote on this proposal, the Board encourages you to read the Executive Compensation section beginning on page 30 of this proxy statement. The Board recommends that stockholders vote “FOR” approval of the following resolution:
“RESOLVED, that the Company’s stockholders hereby approve, on an advisory basis, the compensation of the named executive officers of Ashford Hospitality Trust, Inc. as disclosed in the Company’s proxy statement for the 2021 annual meeting of stockholders, in accordance with the SEC’s compensation disclosure rules.”
Because your vote is advisory in nature, it will not have any effect on compensation already paid or awarded to any of our named executive officers and will not be binding on our Board. However, the Compensation Committee will take into account the outcome of this advisory vote when considering future executive compensation decisions.
The Board unanimously recommends a vote FOR approval of Proposal Number Two, advisory approval of our executive compensation.
2021 Proxy Statement   41

TABLE OF CONTENTS

PROPOSAL NUMBER THREE—RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT AUDITORS
We are asking our stockholders to ratify our Audit Committee’s appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. BDO USA, LLP has audited our financial statements as of and for the years ended December 31, 2020, 2019, 2018, 2017, 2016 and 2015. Stockholder ratification of the selection of BDO USA, LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our Board is submitting the selection of BDO USA, LLP to our stockholders for ratification as a matter of good corporate governance practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.
Our Audit Committee is responsible for appointing, retaining, setting the compensation of, and overseeing the work of our independent registered public accounting firm. Our Audit Committee pre-approves all audit and non-audit services provided to us by our independent registered public accounting firm. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. The Audit Committee has delegated pre-approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee approved all fees paid to BDO USA, LLP since their appointment with no reliance placed on the de minimis exception established by the SEC for approving such services.
Audit Committee Report
Our Audit Committee is governed by a written charter adopted by our Board and is composed of three independent directors, each of whom has been determined by our Board to be independent in accordance with the rules of the NYSE.
The following is our Audit Committee’s report in its role as the overseer of the integrity of our financial statements, the financial reporting process, our independent auditor’s performance, including their qualification and independence, and our compliance with legal and regulatory requirements. In carrying out its oversight responsibilities, our Audit Committee is not providing any expert or special assurance as to our financial statements or any professional certification as to the outside auditor’s work. This report shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act or incorporated by reference in any document so filed.
The Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Audit Committee meetings include, whenever appropriate, executive sessions with the independent auditors and with the Company’s internal auditors, in each case without the presence of management.
The Audit Committee has reviewed and discussed the consolidated financial statements of the Company as of and for the year ended December 31, 2020 with management of the Company and BDO USA, LLP, the Company’s independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of the Company’s disclosure controls and procedures; evaluating the effectiveness of the Company’s internal control over financial reporting; and evaluating any change in internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. BDO USA, LLP is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Management, with the involvement of our Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the Company’s system of internal control over financial reporting as of the December 31, 2020 in response to the
42
2021 Proxy Statement

TABLE OF CONTENTS

requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. Upon completion of that evaluation, management provided the Audit Committee with, and the Audit Committee reviewed, a written report on the effectiveness of our internal control over financial reporting provided by management. The Audit Committee also reviewed the report of management contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC, as well as BDO USA, LLP’s Report of Independent Registered Public Accounting Firm included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee our efforts related to its internal control over financial reporting and management’s preparation for the evaluation in fiscal year 2020.
The Audit Committee has discussed with BDO USA, LLP the matters required to be discussed with the independent auditors pursuant to Public Company Accounting Oversight Board Auditing Standard No. 1301 (Communication with the Audit Committees), including the quality of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee has received the written disclosures and letter from BDO USA, LLP to the Audit Committee required by the applicable requirements of the Public Company Accounting Oversight Board regarding BDO USA, LLP’s communications with the Audit Committee concerning independence, and has discussed with BDO USA, LLP its independence.
Taking all of these reviews and discussions into account, the undersigned Audit Committee members recommended to the Board that the Board approve the inclusion of our audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC.
AUDIT COMMITTEE
Sheri L. Pantermuehl, Chair
Frederick J. Kleisner
Alan L. Tallis
Auditor Fees
Services provided by BDO USA, LLP included the audits of the annual consolidated financial statements of the Company and our subsidiaries. Services also included the review of unaudited quarterly consolidated financial information in accordance with PCAOB standards, review and consultation regarding filings with the SEC and the Internal Revenue Service, and consultation on financial and tax accounting and reporting matters. During the years ended December 31, 2020 and 2019, aggregate fees incurred related to our principal accountants, BDO USA, LLP consisted of the following:
Year Ended
December 31,
Year Ended
December 31,
2020
2019
Audit Fees
$978,453
$1,220,000
Audit-Related Fees
Tax Fees
All Other Fees
Total
$978,453
$1,220,000
“Audit Fees” include fees and related expenses for professional services rendered in connection with audits of our annual financial statements and the financial statements of certain of our subsidiaries, reviews of our unaudited quarterly financial information, reporting on the effectiveness of our internal controls over financial reporting and reviews and consultation regarding financial accounting and reporting matters. This category also includes fees for services that generally only the auditor reasonably can provide, such as statutory audits, comfort letters, consents, and assistance with review of our filings with the SEC.
“Audit-Related Fees” include fees and related expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not Audit Fees.
“Tax Fees” include fees and related expenses billed for tax compliance services and federal and state tax advice and planning.
2021 Proxy Statement   43

TABLE OF CONTENTS

“All Other Fees” include fees and related expenses for products and services that are not Audit Fees, Audit-Related Fees or Tax Fees.
Representatives of BDO USA, LLP will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
The Board unanimously recommends a vote FOR approval of Proposal Number Three, the ratification of the appointment of BDO USA, LLP as our independent auditors for the fiscal year ending December 31, 2021.
44
2021 Proxy Statement

TABLE OF CONTENTS

PROPOSAL NUMBER FOUR—APPROVAL OF THE
ASHFORD HOSPITALITY TRUST, INC. 2021 STOCK INCENTIVE PLAN
GENERAL
The Board proposes and recommends that stockholders approve the Ashford Hospitality Trust, Inc. 2021 Stock Incentive Plan (the “2021 Plan”).
The 2021 Plan is intended as the successor to the Company’s 2011 Stock Incentive Plan (the “2011 Plan”), which will expire by its terms on May 17, 2021. The purpose of the 2021 Plan is to (i) encourage those who provide services to the Company (including, without limitation, our executive officers, non-employee directors, employees of our advisor, and others providing advisory or consulting services to the Company) to acquire or increase their equity interests in our company to give an added incentive to work toward its growth and success, and (ii) allow