Not independent
Tenure on this board
23.1 yrs
Also a director at
Braemar Hotels & Resorts Inc (BHR)NONE
6 nominees · 4 ballot items.
Four proposals: (1) Election of six directors; (2) Advisory (non-binding) approval of executive compensation (‘say-on-pay’); (3) Ratification of BDO USA, P.C. as independent auditors for 2026; and (4) Approval of Amendment No. 6 to the 2021 Stock Incentive Plan to increase the share reserve by 150,000 shares.
Elect six directors—Monty J. Bennett, Amish V. Gupta, David W. Johnson, Frederick J. Kleisner, Sheri L. Pantermuehl and Stephen Zsigray—to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy (a standard ‘say-on-pay’ vote). Management seeks the advisory approval to obtain shareholder feedback on compensation design and alignment and to guide future decisions by the Compensation Committee. The Compensation Committee uses a mix of deferred cash and equity-linked awards (including restricted stock and LTIP-related structures) administered through the Company’s 2021 Stock Incentive Plan and historically relies on an independent compensation consultant. Notably, the Company is externally advised by Ashford Inc., which pays executive cash compensation and administers certain compensation-related functions; many executives are employees of the advisor, and some incentive awards and deferred cash arrangements are funded or administered through the advisor. The proxy discloses significant deferred cash awards and retention arrangements (including a CEO retention agreement), as well as recent board actions (Special Committee formation and strategic alternative review) that create governance and shareholder-value context for pay decisions. Management’s recommendation is FOR, emphasizing that the vote is advisory and will be considered by the Compensation Committee in future program design. Key shareholder concerns to evaluate include the magnitude and structure of deferred cash vs. equity, related-party compensation flows through the advisor, and whether incentive metrics sufficiently align pay with longer-term shareholder value given recent asset sales, refinancing activity, and suspension of certain preferred dividends. A sophisticated reviewer should weigh the disclosed pay-for-performance linkages (the Board cites achievement of 2025 business objectives triggering awards) against governance complexity introduced by the advisor relationship and recent liquidity- and strategy-focused corporate actions.
Ratify the Audit Committee's appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve Amendment No. 6 to increase the aggregate share reserve under the 2021 Stock Incentive Plan by 150,000 shares (from 364,000 to 514,000) to support future equity awards, with potential dilution estimated at 2.3% of outstanding common stock.
This management proposal asks shareholders to approve Amendment No. 6 to the 2021 Stock Incentive Plan, increasing the plan reserve by 150,000 shares (from 364,000 to 514,000), representing an estimated incremental dilution of roughly 2.3% based on shares outstanding as of March 16, 2026. Management frames the amendment as a near-term retention and recruiting tool to provide equity awards to executives, non-employee directors, employees of the advisor, and consultants, citing historical plan usage and prior successive plan increases and adjustments (including the reverse split and multiple prior increases). The Board emphasizes that equity compensation is integral to aligning management and advisor employees with long‑term shareholder interests and warns that failure to approve the amendment would constrain the company’s ability to grant competitive awards. From a governance perspective, notable contextual factors include the Company’s externalized advisor model—where Ashford Inc. pays and administers much compensation for the executives—and recent governance/strategic events (formation of a Special Committee to evaluate strategic alternatives, preferred redemptions suspension, suspension of preferred dividends, asset sales and significant refinancing activity) that affect assessment of pay-for-performance and potential dilution costs. The requested shares may be used for a broad range of award vehicles, including incentive stock options; the proposal does not propose material changes to plan governance, clawback or anti‑repricing protections, and the plan includes customary adjustment and anti-repricing language. A sophisticated assessment should balance the operational need to attract and retain talent (including advisor-side employees) and the limited incremental dilution against potential overhang and the optics of expanding an equity pool while significant strategic alternatives and related-party arrangements are underway. The Board’s unanimous recommendation FOR reflects its view that the reserve is necessary for expected grant needs over the next one to two years; dissenting investors will focus on quantifying dilution, historical grant pace, the use of awards for advisor employees, and whether incentive design sufficiently ties vesting to sustained shareholder value creation given recent corporate actions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CastleKnight Management LP | 6.8% | 441,894 | $1M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 243,014 | $666K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.0% | 66,500 | $182K |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 0.9% | 56,303 | $154K |
| 5 | BlackRock, Inc. | 0.7% | 42,134 | $115K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.5% | 32,931 | $90K |
| 7 | BANK OF AMERICA CORP /DE/ | 0.3% | 22,142 | $61K |
| 8 | STATE STREET CORP | 0.3% | 21,360 | $59K |
| 9 | DIMENSIONAL FUND ADVISORS LP | 0.3% | 20,126 | $55K |
| 10 | BlackRock, Inc. | 0.3% | 18,243 | $50K |
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