Braemar Hotels & Resorts Files DEF 14A on Executive Pay

Ticker: BHR-PD · Form: DEF 14A · Filed: Oct 10, 2024 · CIK: 1574085

Sentiment: neutral

Topics: proxy-statement, executive-compensation, real-estate

TL;DR

Braemar Hotels & Resorts dropped its DEF 14A detailing exec comp for 2023. Check it for stock/option awards.

AI Summary

Braemar Hotels & Resorts Inc. filed a DEF 14A on October 10, 2024, detailing executive compensation for the fiscal year ending December 31, 2023. The filing includes information on stock awards, option awards, and other compensation for its named executive officers. Specific dollar amounts and grant dates for these awards are provided within the document.

Why It Matters

This filing provides transparency into how Braemar Hotels & Resorts compensates its top executives, which can influence investor decisions and corporate governance perceptions.

Risk Assessment

Risk Level: medium — DEF 14A filings often contain information about executive compensation, potential shareholder proposals, and other governance matters that can impact stock price and investor sentiment.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is filed by a company to solicit proxies from shareholders for an upcoming annual or special meeting. It provides detailed information on matters to be voted on, including executive compensation, director elections, and other corporate governance issues.

When was Braemar Hotels & Resorts Inc. formerly known as Ashford Hospitality Prime, Inc.?

Braemar Hotels & Resorts Inc. was formerly known as Ashford Hospitality Prime, Inc. as of April 10, 2013.

What is the business address of Braemar Hotels & Resorts Inc.?

The business address for Braemar Hotels & Resorts Inc. is 14185 DALLAS PARKWAY, SUITE 1100, DALLAS, TX 75254.

What fiscal year does this DEF 14A filing primarily cover?

This DEF 14A filing primarily covers the fiscal year ending December 31, 2023, as indicated by the reporting period and associated financial data.

What type of company is Braemar Hotels & Resorts Inc. classified as by SIC code?

Braemar Hotels & Resorts Inc. is classified under the Standard Industrial Classification (SIC) code 6798, which corresponds to Real Estate Investment Trusts.

Filing Stats: 4,664 words · 19 min read · ~16 pages · Grade level 12.9 · Accepted 2024-10-10 16:19:06

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 24 Compensation Discussion and Analysis 24 Summary Compensation Table 29 2023 Grants of Plan-Based Awards 30 Outstanding Equity Awards at 2023 Fiscal Year End 31 Equity Awards Vested in Fiscal Year 2023 32 Pay Ratio Disclosure 33 Pay Versus Performance Disclosure 34 PROPOSAL NUMBER TWO-ADVISORY APPROVAL OF EXECUTIVE COMPENSATION 36 PROPOSAL NUMBER THREE-RATIFICATION OF THE APPOINTMENT OF BDO USA, P.C. AS OUR INDEPENDENT AUDITOR 37 Audit Committee Report 37 Auditor Fees 38

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 39

Security Ownership of Management and Directors

Security Ownership of Management and Directors 39

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 40 Delinquent Section 16(a) Reports 40 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 41 Conflict of Interest Policies 41 Our Relationship and Agreements with Ashford Inc. and its Subsidiaries 41 Our Relationship and Agreements with Ashford Trust 47 Solicitation of Proxies 50 Electronic Availability of Proxy Materials 50 2024 Proxy Statement i TABLE OF CONTENTS Voting Securities 50 Voting 50 Counting of Votes 50 Right to Revoke Proxy 51 Multiple Stockholders Sharing the Same Address 51 Annual Report 51 Other Matters 51 ADDITIONAL INFORMATION 52 ANNEX A INFORMATION REGARDING NON-GAAP FINANCIAL MEASURE A-1 2023 Adjusted EBITDAre A-1 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2024. The Company's Proxy Statement for the 2024 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2023, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at www.bhrreit.com by clicking the "INVESTOR" tab, then the "FINANCIALS & SEC FILINGS" tab and then the "Annual Meeting Material" link. 2024 Proxy Statement ii TABLE OF CONTENTS INTRODUCTION This proxy statement is furnished to stockholders in connection with the solicitation of proxies by the Board of Directors of Braemar Hotels & Resorts Inc. for use at its 2024 Annual Meeting of Stockholders. 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, Series E Redeemable Preferred Stock (" Series E Preferred Stock ") or Series M Redeemable Preferred Stock (" Series M Preferred Stock ") at the 2024 annual meeting of stockholders of the Company. We urge you to read t

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