David W. Johnson
About David W. Johnson
David W. Johnson, age 63, is an independent director of Ashford Hospitality Trust appointed in May 2024 and serves on the Audit and Compensation Committees; he is designated an audit committee financial expert under SEC rules . He co-founded Aimbridge Hospitality and served as CEO from 2003–2021, previously spending 17 years at Wyndham International including President of Wyndham Hotels; he holds a business economics degree from Northeastern Illinois University (highest honors) and currently serves on the board of Hilton Grand Vacations (NYSE: HGV) since 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aimbridge Hospitality, Inc. | Founder & Chief Executive Officer | 2003–2021 | Built premier hotel management scale; marketing/operations leadership |
| Wyndham International | President, Wyndham Hotels; senior operations/sales/marketing roles | ~17 years (prior to 2003) | Large-scale lodging ops experience |
| Strategic Hotel (NYSE: BEE) | Director | 2012–2016 | Audit Committee and Corporate Governance Committee member |
| Gaylord Entertainment (NYSE: GET) | Director | 2009–2012 | Board oversight in hospitality/entertainment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Horizon Capital Partners LLC | Co-Founder & Managing Director | Current | Real estate development (commercial/residential/mixed-use) |
| Hilton Grand Vacations Inc. (NYSE: HGV) | Director | Since 2017 | Public company board; timeshare/vacation ownership |
| U.S. Travel Association | Chairman’s Circle; CEO Roundtable member | Current | Industry advocacy/network |
| Juvenile Diabetes Research Foundation | Nonprofit board member | Current | Community/health nonprofit engagement |
| Plano YMCA | Nonprofit board member | Current | Community organization |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirmatively determined Johnson is independent under NYSE and company guidelines . |
| Committees | Audit Committee; Compensation Committee . |
| Chair Roles | None (Audit chair is Pantermuehl; Compensation chair is Sra) . |
| Financial Expert | Qualifies as “audit committee financial expert” . |
| Attendance | All incumbent directors standing for re‑election attended ≥75% of Board and committee meetings in FY2024 . |
| Meetings Held (2024) | Board: 5; Audit: 5; Compensation: 3; non‑exec directors held 4 sessions . |
| Governance Practices | Majority independent board; majority vote standard; lead independent director; conflicts routed to independent directors/Related Party Transactions Committee . |
Fixed Compensation
| Component (FY2024 unless noted) | Amount/Term | Notes |
|---|---|---|
| Annual cash retainer (non‑exec directors) | $95,000 | Additional $3,000 per Board meeting beyond four meetings . |
| Committee member (non‑chair) annual retainer | $5,000 | Applies per committee membership . |
| Committee chair annual retainers | Audit Chair $25,000; Comp Chair $15,000; NCG Chair $15,000; RPTC Chair $10,000 | Johnson not a chair . |
| FY2024 director equity program (modified) | 20,000 shares or LTIP units valued at $27,000, remainder of $95k paid in cash | Value based on closing price on May 14, 2024; grant action May 20, 2024; immediately vested . |
| Effective Jan 1, 2025 | 50% reduction in cash retainers and meeting fees for non‑exec directors | Cost discipline signal . |
| Johnson – FY2024 Actual Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $161,283 |
| Stock Awards/LTIP | $27,000 (grant‑date fair value under ASC 718) |
| Total | $188,283 |
| Form of FY2024 stock awards | Most directors elected LTIP units; Johnson and Sra elected LTIP only for a portion of their awards |
Performance Compensation
- Non‑executive director grants were immediately vested and not tied to performance metrics; company currently does not grant options and generally does not use performance‑conditioned equity for directors .
- Company maintains a Dodd‑Frank compliant clawback policy (applies to executives; not specific to director cash retainers) .
Other Directorships & Interlocks
| Company | Role | Start | Potential Interlock/Conflict Note |
|---|---|---|---|
| Hilton Grand Vacations Inc. (NYSE: HGV) | Director | 2017 | No AHT‑specific related‑party exposure disclosed; Board independence affirmed after examining relationships . |
| Strategic Hotel (NYSE: BEE) | Director | 2012–2016 | Former; audit/corp gov committee experience . |
| Gaylord Entertainment (NYSE: GET) | Director | 2009–2012 | Former . |
Expertise & Qualifications
- Founder/CEO track record in hotel management (Aimbridge) and senior operating roles at Wyndham; deep lodging operations, sales, and marketing expertise .
- Designated audit committee financial expert, enhancing financial reporting oversight capability .
- Public board experience at HGV and prior boards (BEE, GET) and industry engagement via USTA roles .
- Business economics degree, highest honors (Northeastern Illinois University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (AHT common/OP unit equivalent) | 2,000 shares; <1% of class (“*”) . |
| Shares outstanding at record date (context for %) | 5,775,167 shares (as of Mar 14, 2025) . |
| Ownership guidelines (directors) | Must hold >3× annual Board retainer; new directors have 4 years to comply . |
| Compliance status (as of Dec 31, 2024) | Each director met guidelines or was within grace period . |
| Hedging/pledging policy | Prohibited for directors and executives; no margin accounts or pledges permitted . |
Governance Assessment
- Strengths: Independent status and audit committee financial expert designation bolster oversight; service on Audit and Compensation Committees improves board effectiveness; attendance threshold met; independent compensation consultant retained with no conflicts; cash retainers/meeting fees cut by 50% from 2025 as a cost discipline signal .
- Alignment: Director equity grants in 2024 were immediately vested and smaller (20,000 shares/LTIP valued at $27k with cash balance), while ownership guidelines and prohibition on hedging/pledging support alignment; Johnson holds 2,000 shares (<1%), with guideline compliance measured over four years for new directors .
- Conflicts oversight: Company routes related‑party matters to independent directors/Related Party Transactions Committee; independence review found no impairing relationships for Johnson; broader advisor relationships exist at the company level, but board affirms independence standards .
- RED FLAGS to monitor: Immediate‑vest equity provides limited performance linkage for directors; low absolute share ownership today (2,000 shares) implies modest personal capital at risk pending guideline compliance window; company‑level related‑party environment requires continued vigilance via committee oversight .