ASHFORD HOSPITALITY TRUST,INC. (NYSE:AHT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e)Entry into Material Contract with Named Executive Officer and Compensatory Arrangements of Certain Officers

On March9, 2018, the Board of Directors (the “Board”) of Ashford Hospitality Trust,Inc. (the “Company”) approved the recommendations of the Compensation Committee of the Board with respect to the grant of time-based equity awards and performance-based equity awards to the following executive officers to the Ashford Hospitality Trust,Inc. 2011 Stock Incentive Plan (the “2011 Stock Incentive Plan”), with a grant date of March14, 2018, as set forth below:

(1)Elected to receive 200,321 special long-term incentive partnership units (“LTIP Units”) in Ashford Hospitality Limited Partnership, the Company’s operating subsidiary (“Subsidiary”) for a portion of the time-based awards granted and 400,641 LTIP Units for a portion of the performance-based awards granted (representing the maximum number that may be earned, and subject to forfeiture if the vesting criteria is not met). Vested LTIP Units, upon achieving economic parity with the Common Limited Partnership Units of the Subsidiary (“Common Units”), are convertible into Common Units at the option of the Executive Officer. Monty J. Bennett served as the Chief Executive Officer of the Company for all of the fiscal year ended December31, 2016. He ceased to serve in such position on February20, 2017 and remains Chairman of the Board.

(2)Douglas A. Kessler served as the President of the Company for all of the fiscal year ended December31, 2016 and was appointed as Chief Executive Officer of the Company on February20, 2017.

(3)Elected to receive 90,545 LTIP Units for a portion of the time-based awards granted and 181,090 LTIP Units for a portion of the performance-based awards granted (representing the maximum number that may be earned, and subject to forfeiture if the vesting criteria is not met).

(4)Elected to receive 90,545 LTIP Units for a portion of the time-based awards granted.

These equity awards are granted in two equal components:

· Time-Based Awards (50%) — Half of the shares/units are awarded in the form of time-based shares/units. These shares/units vest in three equal annual installments following the date of grant, and dividends are paid on unvested shares/units.

· Performance-Based Awards (50%)— Half of the shares/units are awarded in the form of performance-based shares/units. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria, these shares/units will generally vest on March14, 2021 based on the Company’s stockholder returns: 50% Absolute Total Stockholder Return and 50% Relative Total Stockholder Return. The actual number of shares/units to be issued upon vesting can range from 0% to 200% of the target number of shares/units awarded. Award levels between the threshold and target performance and between the threshold and maximum performance are interpolated. Dividends are accrued and paid on the actual number of shares/units vesting in the form of additional shares/units.

The time-based and the performance-based awards will be issued to award agreements entered into by the Company and the executive officer that are substantially consistent with previously filed award agreements.