Justin Coe
About Justin Coe
Justin Coe is Chief Accounting Officer (Principal Accounting Officer) of Ashford Hospitality Trust (AHT) since January 2024; age 41; CPA in Texas; BBA and MAcc from Texas State University–San Marcos . He previously served as Senior Vice President of Accounting at Ashford Inc. from July 2015, overseeing tax, financial reporting, controller, portfolio accounting, internal audit, information systems, acquisitions and special projects across AHT and Braemar . AHT’s 2024 performance against compensation-relevant metrics: revenue exceeded budget ($1,172.5M vs $1,039.3M) and Adjusted EBITDAre exceeded budget ($237.3M vs $224.2M), while the Pay-Versus-Performance TSR chart shows the value of a $100 investment at $7.49 for 2024 and reported net loss of $(65,011)k, with Adjusted EBITDAre reconciled to $235,881k . Coe filed an initial insider Form 3 on January 5, 2024 following his appointment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ashford Inc. | Senior Vice President of Accounting | 2015–2023 | Oversaw tax, financial reporting, controller, portfolio accounting, internal audit, information systems, acquisitions, special projects across AHT/Braemar |
| Ernst & Young LLP | Senior Manager (Assurance/Advisory) | 2006–2015 | Led assurance/advisory for public/private companies across airline, real estate, medical device, international contexts |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | No external board or non-profit roles disclosed for Coe in AHT proxy filings |
Fixed Compensation
AHT is externally advised by Ashford Inc.; executive officers (including Coe) are employees of the advisor and receive salary/bonus from Ashford Inc. The Company itself does not pay salary or bonus to executive officers; Company compensation to executives is limited to equity-based and certain cash-based incentive awards under AHT’s plan . The advisory fee framework and 2024 compensation paid by Ashford Inc. to named executive officers (NEOs) are summarized below.
| Item | 2024 Amount/Policy | Notes |
|---|---|---|
| Company-paid salary/bonus to executives | None | Executives are paid by Ashford Inc., not AHT |
| Advisory services fee paid by AHT to Ashford Inc. | ~$57.5M total (base ~$32.0M; overhead/internal audit/risk/asset mgmt ~$23.7M; equity comp ~$1.8M) | Advisor uses fees to fund its personnel costs |
| Ashford Inc. cash compensation to AHT NEOs (aggregate) | ~$4.3M cash (salaries ~$2.2M; bonuses ~$2.1M) | Not all attributable to AHT; methodology described |
| Share of Ashford Inc. NEO comp attributable to AHT | ~55% (based on revenue/assets/TEV weighting) | Company-level allocation view |
Performance Compensation
AHT grants equity awards (restricted stock, PSUs, LTIP units) and, since 2022, certain deferred cash awards; in 2025, long-term incentive awards were exclusively deferred cash with quarterly vesting. The Company does not grant stock options to executives .
| Metric | Target | Actual (2024) | Achieved? | Payout linkage | Vesting terms |
|---|---|---|---|---|---|
| Revenue | Budget: $1,039.3M | $1,172.5M | Yes | Deferred cash awards granted Mar 2025 to NEOs (CEO $1,150,000; CFO $651,894; GC $493,859). CAO (Coe) award not disclosed | 1/12th vests quarterly starting quarter ending June 30, 2025 |
| Adjusted EBITDAre | Budget: $224.2M | $237.3M | Yes | Same as above | Same as above |
| Liquidity | ≥ $50.0M | $236.0M | Yes | Same as above | Same as above |
| Debt actions / asset conversions / IR interactions | Specific operational objectives (Oaktree paydown ≥ $100M; CMBS extension; renovations; ≥400 interactions) | Achieved across all seven company objectives | Yes | Same as above | Same as above |
Outstanding performance awards context: PSUs/Performance LTIPs granted March 3, 2023 for NEOs vest December 31, 2025, with actual vesting 0–250% of target based on performance; threshold shown at 37.5% in tables . Coe-specific PSU/LTIP counts were not disclosed (Coe is not an AHT NEO in the proxy).
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold ≥3× base salary; other executive officers (including CAO) must hold ≥1.5× base salary, measured at appointment; compliance expected within four years; once compliant, not penalized for volatility; AHT prohibits selling Company-granted stock until guidelines are met .
- Hedging/pledging: Strict prohibition on holding AHT securities in margin accounts, pledging as collateral, and engaging in hedging/speculative transactions by directors and executive officers .
- Options: Company currently does not grant options; equity awards approved by Compensation Committee on or before grant date, typically annually in March .
- Clawback: Dodd-Frank–compliant clawback policy adopted, replacing prior policy .
Security ownership disclosure in the 2025 proxy lists directors and NEOs’ beneficial holdings; CAO (Coe) was not individually enumerated in that table (NEOs/directors group shown: 126,146 shares, 2.2%) .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Appointment | Appointed Chief Accounting Officer effective January 1, 2024 | |
| Employment agreements (Company-level) | AHT is not party to employment agreements with executive officers; payments on termination/change-of-control arise under incentive plan award agreements (which incorporate certain acceleration terms from each executive’s advisor employment agreement) | |
| Restricted stock acceleration | Unvested restricted stock vests upon death/disability; termination without cause/by executive for good reason; termination/resignation within one year post change-of-control | |
| PSUs/LTIP acceleration | Eligible for accelerated vesting upon termination without cause/by executive for good reason; death/disability; Company change-of-control; advisor change-of-control (if advisor agreement triggers vesting); involuntary termination/nonrenewal (if advisor agreement triggers vesting). Payout generally at greater of target or actual based on truncated period; for Company/advisor change-of-control, based on actual | |
| Definitions (cause/good reason) | “Cause” generally includes felony conviction, willful breach of loyalty, failure to perform directives, gross negligence/willful misconduct, subject to advisor agreement terms | |
| Insider filing | Form 3 filed January 5, 2024 (initial beneficial ownership) |
Compensation Committee Analysis
- Committee composition, independence, and responsibilities: Compensation Committee chaired by Davinder “Sonny” Sra with David W. Johnson; independent members; met three times in 2024; oversees executive compensation policy, plan administration, CEO/Chair equity comp determination, NEO recommendations .
- Independent consultant: Gressle & McGinley retained; independent; provides market data; no conflicts; also advises Ashford Inc. and Braemar committees .
- Program philosophy and guardrails: Pay for performance with rigorous goals; robust ownership guidelines; no hedging/pledging; clawback; no options or evergreen; no dividends on unvested performance shares; no perquisites/retirement programs for executives .
Say-on-Pay & Shareholder Feedback
- AHT holds non-binding advisory votes on executive compensation annually, following 2023 stockholder recommendation; Board recommends “FOR” in 2025 . Voting thresholds and quorum mechanics disclosed .
Investment Implications
- Alignment: Coe is subject to strict ownership guidelines (≥1.5× salary) and prohibitions on hedging/pledging, which mitigate misalignment and collateral risk; compensation structure emphasizes at‑risk incentives via deferred cash and performance-based equity .
- Retention risk: 2025 move to deferred cash-only LTIs with quarterly vesting supports near-term retention but reduces direct equity exposure; acceleration provisions under terminations/change-of-control limit forfeiture risk, potentially diluting performance stringency in certain outcomes .
- Trading signals: Initial Form 3 in Jan 2024 confirms insider status; no Company-disclosed Coe-specific Form 4 activity in AHT filings; strict no-hedging/pledging reduces forced-selling pressure risk, while quarterly vesting of deferred cash awards lowers equity-driven selling cadence .
- Execution backdrop: Company met all seven 2024 operational objectives and reported Adjusted EBITDAre of $235.9M; however, pay-versus-performance TSR metric indicates extreme drawdown in 2024 ($100 to $7.49), and GAAP net loss underscores ongoing financial headwinds—heightening sensitivity to incentive goal calibration and investor scrutiny of externally advised fee structures .