Amish V. Gupta

About Amish V. Gupta

Amish V. Gupta (age 45) is AHT’s Lead Independent Director, serving on the board since May 2014 and currently chairing the Related Party Transactions Committee . He co-founded Montfort Capital Partners, LLC and serves as Managing Member (since 2021), with prior roles at RETC, LLC (Managing Partner, 2010–2023) and The Carlyle Group (real estate associate for three years); he holds an MBA from Kellogg and a B.A. from Emory University . AHT’s Board has affirmatively determined Gupta is independent under NYSE standards and Company guidelines . As Lead Director, he has broadly defined authority including presiding over executive sessions, approving board information, agendas, and schedules, and serving as liaison to the Chairman and major stockholders .

Past Roles

External Roles

Board Governance

• Roles: Lead Independent Director; Chair, Related Party Transactions Committee .
• Independence: Board determined Gupta (and all directors except Monty J. Bennett and J. Robison Hays, III) to be independent under NYSE and Company standards .
• Board/Committee activity and attendance:
  • Board held 5 regular meetings in 2024; non-executive directors held 4 meetings/executive sessions; all incumbent directors standing for re-election attended at least 75% of meetings of the Board and committees on which they served .
  • Related Party Transactions Committee met 2 times in 2024 .
  • Audit Committee met 5 times; Compensation Committee met 3 times; Nominating & Corporate Governance Committee met 3 times .
• Annual meeting participation: all directors attended the 2024 annual meeting .
• Lead Director authorities: presides over executive sessions, approves board information/agendas/schedules, liaises among independent directors and Chair/CEO, may authorize meetings of independent directors, available for consultations with major stockholders .

Fixed Compensation

• 2024 Director pay structure (non-executive directors; excludes Chairman and Hays):
  • Annual base cash retainer: $95,000; $3,000 per Board meeting attended beyond four .
  • Additional annual cash retainers: Lead Director $50,000; Audit Chair $25,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $15,000; Related Party Transactions Chair $10,000; Committee Member (non-chair) $5,000 .
  • Effective January 1, 2025, annual cash retainers and meeting fees for non-executive directors reduced by 50% .
• Gupta’s 2024 compensation (as reported):
  • Fees Earned or Paid in Cash: $223,334; Stock Awards/LTIP: $27,000; Total: $250,334 .

Performance Compensation

• 2024 director equity program: Annual grant typically immediately vested equity shares valued at $95,000; on May 20, 2024, Board resolved to grant 20,000 shares or LTIP units valued at $27,000 (based on May 14, 2024 closing price), with remainder paid in cash to avoid dilution; grants to non-executive directors other than Bennett and Hays .
• Vesting: Director equity grants for 2024 were immediately vested .

Other Directorships & Interlocks

Expertise & Qualifications

• Real estate investment and asset management (Montfort, RETC, Carlyle) .
• Education: MBA (Kellogg School of Management); B.A. (Emory University) .
• Board qualifications: Lead Director role; independent; chairing Conflicts oversight (Related Party Transactions) .

Equity Ownership

• Beneficial ownership (as of March 14, 2025): 2,480 shares; less than 1% of class .
• Director stock ownership guidelines: Directors must hold common stock valued at >3x annual board retainer; new directors expected to meet within 4 years; directors may not sell stock granted for service until guideline met; as of December 31, 2024, all directors met guidelines or were within grace period .
• Hedging/pledging: Prohibited for directors and executive officers .

Governance Assessment

• Strengths:
  • Lead Independent Director with strong governance authorities enhances board effectiveness and stockholder engagement .
  • Gupta chairs the Related Party Transactions Committee, a critical role at AHT given external advisory structure; committee met twice in 2024 to review related party matters .
  • Board independence majority and committee independence confirmed; Gupta is independent under NYSE/Company standards .
  • Stock ownership guidelines and hedging/pledging prohibitions support alignment and risk control .
• Signals:
  • Gupta received majority support in 2025 director election (For 1,307,311; Against 1,223,393; Abstain 200,327), indicating investor confidence in his role amidst a contested governance environment .
  • Say-on-pay (2025) approved (For 1,664,100; Against 878,416; Abstain 188,515), suggesting overall support for compensation framework (though focused on executives) .
• Watch items / RED FLAGS:
  • AHT’s complex related-party ecosystem (Ashford Inc., Braemar, affiliated managers/services) requires robust oversight; Gupta’s RPTC chair role is central, but inherent conflict risk persists and demands continued transparency and independent approvals .
  • Two directors (Monty J. Bennett, Frederick J. Kleisner) did not receive majority votes in 2025; the Board declined their resignations under the guidelines—indicative of governance tension that may draw investor scrutiny, though not directly tied to Gupta’s standing .
  • Limited equity component in 2024 director compensation ($27,000 vs cash fees), with 2025 cash retainers cut 50%—good cost discipline but potentially reduces equity-aligned at-risk pay for directors .

Committee Assignments and Engagement

Director Compensation Summary (FY 2024)

Insider Trades and Section 16 Compliance

• Delinquent Section 16(a) Reports: Company states officers, directors, and >10% owners timely filed required reports for the fiscal year ended December 31, 2024 .
• Note: Proxy does not list specific Form 4 transactions for Gupta; related-party transactions oversight is addressed via committee processes .

Related Party Transactions & Conflict Policies

• Conflicts mitigated through: majority independent Board; independent director control over matters involving advisor (Ashford Inc.), Braemar, entities controlled by Monty/Archie Bennett, and other Ashford-advised entities; Code of Business Conduct and Ethics reporting; Related Party Transactions Committee review and independent director approvals; Maryland law safe harbors and charter requirements .
• Gupta’s chair role on RPTC positions him as a key steward of conflict reviews .

Say-on-Pay & Shareholder Feedback (2025)

Other Notes

• Director Ownership Guidelines: Directors must maintain >3x annual board retainer value; compliance as of 12/31/24 or within grace period; restriction on selling granted shares until compliant .
• Reduction in Director Cash Retainers/Meeting Fees: Effective January 1, 2025, reduced by 50% .
• Governance framework summary includes empowered Lead Director structure and majority independent committees .

Overall, Gupta’s governance profile signals strong independence, central oversight of conflicts, and reliable engagement—key positives for investor confidence—while AHT’s advisory structure and recent director vote dynamics remain notable governance watchpoints .