Monty J. Bennett

About Monty J. Bennett

Monty J. Bennett (age 59) has served on AHT’s Board since 2003 and as Chairman since January 2013; he previously served as AHT’s Chief Executive Officer from May 2003 to February 2017. He is Founder, Chairman & CEO of Ashford Inc., Founder & Chairman of Braemar, and CEO/director of Stirling Hotels & Resorts, Inc.; he holds an MBA and a BS with distinction from Cornell University’s School of Hotel Administration and S.C. Johnson Graduate School of Management . He is not an independent director; the Board states that all directors other than Mr. Bennett and Mr. Hays are independent .

Past Roles

External Roles

Board Governance

• Independence: Mr. Bennett is not independent; only Mr. Bennett and Mr. Hays are non-independent; all Board committees are composed entirely of independent directors .
• Committee assignments: As Chairman, Mr. Bennett does not serve on the Audit, Compensation, Nominating & Corporate Governance (NCG), or Related Party Transactions (RPT) committees (chairs/members are independent) .
• Lead Independent Director: Amish V. Gupta serves as Lead Director with robust authority over agendas, schedules, executive sessions, and stockholder liaison .
• Attendance and engagement: In 2024, the Board held five regular meetings; non-executive independents held four meetings/executive sessions. All incumbent directors standing for re‑election attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
• Governance safeguards around conflicts: Independent majority (and two‑thirds independent when chair is not independent), RPT Committee oversight, and corporate policies requiring independent director control over waivers/approvals related to Ashford Inc., Braemar, or entities controlled by Mr. Bennett/Archie Bennett Jr. .

Fixed Compensation

• Non-executive director program context (not applicable to Bennett): 2024 annual base cash retainer $95,000; committee chair/member fees as listed; effective January 1, 2025, cash retainers and meeting fees were reduced by 50% .

Performance Compensation

• Structure: Mr. Bennett’s annual award is a deferred cash incentive determined by the Board after review of company performance and generally follows the same vesting terms as awards to named executive officers; 2025 awards continued reliance on deferred cash (no new PSUs or Performance LTIPs) .
• Outstanding performance-linked equity: As of December 31, 2024, Mr. Bennett held ~21,835 performance-based LTIP units subject to vesting at maximum-level metrics; no LTIP units were granted in 2024 .

Performance metrics used for 2024 awards (vest in deferred cash in 2025):

Plan/award mechanics relevant to directors/executives:

• Clawback policy adopted per Dodd‑Frank/SEC/listing rules .
• No stock options historically; awards may include restricted stock, phantom stock, LTIP units, and deferred cash; SARs permitted but none outstanding .
• Change-of-control vesting: Restricted stock vests upon termination without cause, resignation for good reason, CoC termination within 1 year, death, or disability (double-trigger for CoC) .

Other Directorships & Interlocks

Expertise & Qualifications

• 26+ years in hotel ownership, finance, operations, development, asset management, and project management; leadership at multiple hospitality platforms .
• Education: BS with distinction and MBA from Cornell; industry association leadership and civic engagement .
• Board-level financial oversight supported by independent Audit Committee (two financial experts) .

Equity Ownership

Ownership alignment policies:

• Director stock ownership guideline: >3× annual Board retainer; as of Dec 31, 2024, each director met guidelines or was within grace period; directors cannot sell granted stock until compliant .
• Hedging/pledging: Prohibited for directors and executives; no margin/pledge accounts allowed .

Governance Assessment

• Independence and committee exclusion: Mr. Bennett is non‑independent and does not sit on committees, which are fully independent—this structure mitigates but does not eliminate conflict risks .
• Related-party exposure and interlocks (RED FLAG): AHT is externally advised by Ashford Inc., where Mr. Bennett is Chairman & CEO and a deemed ~75% owner; AHT paid ~$57.5M to Ashford Inc. in 2024 (base ~$32.0M; overhead/internal audit/risk/asset mgmt ~$23.7M; equity comp ~$1.8M). Fees to Ashford Inc. benefit Mr. Bennett economically, creating potential misalignment; Board relies on RPT Committee and independent director control for approvals .
• Chairman compensation optics (RED FLAG): Mr. Bennett receives material deferred cash awards ($2.184M paid in 2024) tied to AHT performance but not for Board service; while tied to company objectives and vesting conditions, this structure may blur advisor vs. issuer pay lines and raise pay-for-performance scrutiny .
• Safeguards: Independent majority/2‑thirds requirement when chair is non‑independent, empowered Lead Director, RPT Committee review, clawback policy, prohibition on hedging/pledging, independent compensation consultant (Gressle & McGinley) for executive/director pay .
• Attendance and engagement: Met ≥75% attendance and annual meeting participation; non‑exec directors held ≥2 executive sessions (four in 2024), supporting independent oversight .
• Investor confidence signals: Pay‑versus‑performance disclosure shows weak TSR over recent years (value of $100 investment: $7.49 in 2024), increasing sensitivity to perceived conflicts and external advisory fee burden . The Board cut non‑exec director cash retainers by 50% in 2025, signaling cost discipline .

Overall: Governance processes explicitly recognize and attempt to mitigate Mr. Bennett’s inherent conflicts via independent committee control and policies. However, his dominant economic interest in the advisor, non‑independent chair status, and sizable deferred cash awards present persistent alignment risks that investors should monitor alongside RPT Committee decisions and execution against disclosed performance objectives .