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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
Compensatory Arrangements of Certain Officers
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), subject to
stockholder approval of an amendment to the 2011 Stock Incentive
Plan, with a grant date of March 24, 2017, as set forth below:
|
Executive Officer
|
Time-based Shares/LTIPs Awarded (#)
|
Target Performance-based Shares/LTIPs Awarded (#)
|
|
Monty J. Bennett, Chairman (1)
|
311, 000
|
311, 000
|
|
Douglas A. Kessler, Chief Executive Officer (2)
|
173,000
|
173,000
|
|
David A. Brooks, Chief Operating Officer
|
138,000
|
138,000
|
|
Deric S. Eubanks, Chief Financial Officer
|
104,000
|
104,000
|
|
Jeremy Welter, Executive Vice President, Asset
Management (3) |
121,000
|
121,000
|
|
J. Robison Hays, Chief Strategy Officer (3)
|
121,000
|
121,000
|
partnership units (LTIP Units) in Ashford Hospitality Limited
Partnership, the Companys operating subsidiary (Subsidiary) for a
portion of the time-based awards granted and 622,000 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 December 31,
2016. He ceased to serve in such position on February 20, 2017
and remains Chairman of the Board.
all of the fiscal year ended December 31, 2016 and was appointed
as Chief Executive Officer of the Company on February 20, 2017.
time-based awards granted and 242,000 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).
|
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, based upon the companys having met certain business objectives. |
|
Performance-Based Awards (50%) – Half of the shares/units
are awarded in the form of performance-based shares/units. These shares/units vest at the end of three years based on the Companys shareholder returns: 50% Absolute Total Shareholder Return and 50% Relative Total Shareholder Return. The award level for achieving target performance is 50% of the target award. The award levels for achieving threshold and maximum performance are 50% and 200% of the target award, respectively. 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. |
award agreements entered into by the Company and the executive
officer that are substantially consistent with previously filed
award agreements.>
About ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT)
Ashford Hospitality Trust, Inc. (Ashford), together with its subsidiaries, is an externally advised real estate investment trust (REIT). The Company operates through direct hotel investments segment. It is focused on investing in the hospitality industry with a focus on full-service upscale and upper-upscale hotels in the United States. The Company owns its lodging investments and conducts its business through Ashford Hospitality Limited Partnership, its operating partnership. Its hotels are operated under the brands of Hilton, Hyatt, Marriott, Starwood and Intercontinental Hotels Group. The Company’s hotels portfolio is asset-managed by Ashford LLC. The Company is focused on direct hotel investments and it may invest in a range of lodging-related assets. Its investments may include direct hotel investments; mezzanine financing through origination or acquisition; first-lien mortgage financing through origination or acquisition, and sale-leaseback transactions. ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT) Recent Trading Information
ASHFORD HOSPITALITY TRUST, INC. (NYSE:AHT) closed its last trading session up +0.47 at 6.32 with 1,243,627 shares trading hands.
