Alex Rose
About Alex Rose
Alex Rose, age 39, is Executive Vice President, General Counsel and Secretary of Ashford Hospitality Trust (AHT) (and also serves in the same capacity at Ashford Inc. and Braemar) since July 2021; he holds a J.D. from Columbia Law School and a B.S. from the University of Kansas, and is admitted to practice in Texas and New York . In 2024, AHT achieved all seven Board-set business objectives including revenue of $1,172.5M versus a $1,039.3M budget and Adjusted EBITDAre of $237.3M versus a $224.2M budget, along with $138.4M Oaktree paydown, an extension of the Morgan Stanley 17 CMBS loan, and year-end liquidity of $236.0M; these results informed NEO incentive awards for 2025 . The company reports pay-versus-performance data indicating a 2024 total shareholder return (TSR) value of $7.49 on a $100 initial investment, reflecting challenging equity performance despite operating execution . AHT’s compensation framework emphasizes pay-for-performance, stock ownership requirements, a clawback policy, and prohibitions on hedging/pledging .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kirkland & Ellis LLP | Partner | Jul 2018 – Jun 2021 | Led complex M&A, JV, financing and corporate matters for public/private companies and PE sponsors, experience now applied to AHT’s transactions and governance . |
| Jones Day | Attorney | Not disclosed | Corporate matters experience supporting transactional rigor at AHT . |
| Vinson & Elkins LLP | Attorney | Not disclosed | Corporate and transactional experience enhancing legal and governance capabilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed | — | No public company directorships or external governance roles disclosed for Alex Rose . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company base salary | $0 | $0 | $0 |
| Comment | AHT is externally advised; executives are employees of Ashford Inc. and receive cash salary/bonuses from the advisor, not the Company . | AHT discloses advisor-paid compensation only in aggregate for NEOs, not by individual . | Same structure; Company delivers incentive awards (equity/deferred cash), not salary . |
Notes: In 2024, aggregate cash comp paid by Ashford Inc. to AHT’s NEOs was ~$4.3M (salary ~$2.2M, cash bonuses ~$2.1M), but not broken out by individual executive .
Performance Compensation
Policy highlights (design levers): pay-for-performance, robust stock ownership guidelines, Dodd‑Frank clawback, no hedging/pledging, no stock options; independent compensation consultant; no evergreen; no perquisites or retirement programs .
- 2025 deferred cash awards (granted for 2024 performance): Alex Rose $493,859; vests 1/12 quarterly beginning with the quarter ending June 30, 2025, generally subject to continued service .
2024 Business Objectives and Outcomes (drive 2025 NEO awards)
| Metric | Target | Actual (as of 12/31/2024) | Achieved? | Weighting | Payout | Vesting mechanic of 2025 awards |
|---|---|---|---|---|---|---|
| Revenue | Budget $1,039.3M | $1,172.5M | Yes | Not disclosed | Not disclosed | Deferred cash; 1/12 quarterly starting Q2’25 |
| Adjusted EBITDAre | Budget $224.2M | $237.3M | Yes | Not disclosed | Not disclosed | Deferred cash; 1/12 quarterly starting Q2’25 |
| Oaktree paydown | ≥ $100.0M | $138.4M | Yes | Not disclosed | Not disclosed | Deferred cash; 1/12 quarterly starting Q2’25 |
| Refinance/extend MS 17 CMBS | By maturity | Extended Feb 2025 | Yes | Not disclosed | Not disclosed | Deferred cash; 1/12 quarterly starting Q2’25 |
| Le Pavillon & La Concha renovations | By 12/31/2024 | Le Pav: 11/21; La Concha: 12/6 | Yes | Not disclosed | Not disclosed | Deferred cash; 1/12 quarterly starting Q2’25 |
| Liquidity | ≥ $50.0M | $236.0M | Yes | Not disclosed | Not disclosed | Deferred cash; 1/12 quarterly starting Q2’25 |
| Investor/Analyst interactions | ≥ 400 | 519 | Yes | Not disclosed | Not disclosed | Deferred cash; 1/12 quarterly starting Q2’25 |
Multi‑year Summary Compensation (Company-reported awards/payments)
| Year | Stock Awards/LTIPs ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2022 | 193,796 | 106,404 | 300,200 |
| 2023 | 164,204 | 696,765 | 860,968 |
| 2024 | — | 587,018 | 587,018 |
Notes: “All Other Compensation” reflects payments within the year under prior and current deferred cash awards per award schedules (e.g., 2024 includes portions of 2022/2023/2024 awards per footnotes) . For 2025 grants, AHT used deferred cash exclusively; previously granted PSUs/Performance LTIPs remain outstanding .
Outstanding Equity/Performance Awards (as of 12/31/2024)
| Award Type | Amount/Units | Vesting/Comments | Market/Payout Value |
|---|---|---|---|
| Service-based equity unvested | 0 | No unvested service-based awards for Alex at year-end . | $0 |
| PSUs/Performance LTIPs unvested | 1,249 units at threshold (37.5% of target); range 0–250% of target | Granted Mar 3, 2023; eligible to vest Dec 31, 2025 upon performance and continued service . | $8,981 (at 12/31/2024 close $7.19) |
| Options | None | Company does not grant options . | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,767 shares as of Mar 14, 2025; less than 1% of outstanding common stock . |
| Ownership guidelines | Executives (other than CEO) required to hold ≥1.5x base salary; CEO 3x; directors 3x retainer; retention until compliant . |
| Compliance status | As of Dec 31, 2024, each NEO met guidelines or was within the grace period . |
| Hedging/pledging | Prohibited by policy; also prohibits margin accounts and pledging AHT securities . |
| Award forms | No stock options; equity historically via LTIP units and PSUs; 2025 long-term incentives granted as deferred cash only . |
Employment Terms
- Employment relationship: AHT is externally advised; executives (including Alex Rose) are employees of Ashford Inc./Ashford LLC; the Company pays advisory fees and grants Company awards, but does not pay executive salaries/bonuses directly .
- Vesting acceleration (Company awards):
- Deferred cash and time‑based equity generally fully vest upon death/disability; termination without “cause” or for “good reason”; or termination within 1 year after a change of control (double trigger) .
- PSUs/Performance LTIPs eligible for accelerated vesting upon termination without “cause”/for “good reason”, death/disability, change of control of AHT (single trigger with truncated performance), change of control of advisor or advisor employment events triggering vesting per advisor employment agreements (performance at target or actual as specified) .
- Definitions: “Cause” and “Good Reason” align to each executive’s advisor employment agreement (willful misconduct, felony, failure to perform, etc.; and diminution of role/comp, relocation, or material breach, respectively) .
- Clawback: Company adopted Dodd‑Frank compliant clawback policy, replacing prior policy .
- Trading/pledging: Hedging/pledging prohibited; comprehensive insider trading policy .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval | Notes |
|---|---|---|
| 2021 | 74% approval of executive compensation (non-binding) . | Committee considered feedback in subsequent awards . |
| 2023 | 86% approval of executive compensation (non-binding) . | Company continues annual say‑on‑pay . |
Investment Implications
- Pay-for-performance alignment with retention: 2024 operating execution (revenue/EBITDA/financing/liquidity) drove 2025 deferred cash awards; Alex Rose’s $493,859 award vests 1/12 quarterly over three years, supporting retention while tying pay to execution milestones .
- Limited near-term selling pressure from awards: No stock options; 2025 incentives in deferred cash; only 1,249 PSUs/Performance LTIPs at threshold remain that could vest on 12/31/2025 subject to performance, representing modest potential equity issuance for Rose .
- Governance safeguards: Robust ownership guidelines, hedging/pledging prohibitions, and a Dodd‑Frank clawback reduce misalignment risk; acceleration mechanics balance retention with change‑of‑control protection (PSUs single‑trigger on CoC; other awards generally double‑trigger) .
- External advisor structure: Cash salary/bonus set and paid by Ashford Inc. and only disclosed in aggregate at AHT; analysts should triangulate overall advisory costs versus Company performance to assess pay-for-performance at the platform level .