Stephen Zsigray
About Stephen Zsigray
Stephen Zsigray, age 39, has been Chief Executive Officer and President of Ashford Hospitality Trust (AHT) since June 30, 2024, after serving as Senior Vice President of Corporate Finance & Strategy and leading capital markets, cash management, and hedging strategy for Ashford’s platforms . He holds a BS in Business Administration from Saint Louis University and an MBA in Finance from Indiana University’s Kelley School of Business . Under his leadership, AHT achieved all seven 2024 Board-set objectives including exceeding budgeted revenue ($1,172.5M vs $1,039.3M) and Adjusted EBITDAre ($237.3M vs $224.2M), paying down $138.4M of Oaktree debt, extending key maturities, completing brand conversions, maintaining $236M liquidity, and conducting 519 investor interactions . Company-level total shareholder return (TSR) disclosure indicates a $7.49 value for a fixed $100 investment in 2024 (scaled reporting context) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ashford Hospitality Trust / Ashford Inc. | SVP Corporate Finance & Strategy; led equity/debt raises and hedging/cash management | Joined 2014 (earlier roles thereafter) | Helped raise >$1.3B common/preferred equity, secure >$1.1B new debt, and negotiate extensions on >$3.3B of mortgage debt |
| OpenKey (Ashford-affiliated) | President & COO | Not disclosed | Led digital guest key and access control solutions roll-out globally |
| UBS Investment Bank (NY) | Trader structuring derivatives across asset classes | Prior to Ashford (not disclosed) | Provided derivatives structuring/trading expertise |
| Deloitte Consulting (St. Louis) | Consultant | Prior to UBS (not disclosed) | M&A, transformation, and process improvement advisory for Fortune 500 clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stirling Hotels & Resorts, Inc. | Chief Financial Officer & Treasurer | Since Nov 2023 | Holds finance leadership role at Ashford-related Stirling |
| North Texas Food Bank | Advisory Council | Not disclosed | Community engagement |
| Dallas Security Traders Association | Executive Board Member | Not disclosed (prior service) | Industry involvement |
Fixed Compensation
| Component | 2024 | Source/Notes |
|---|---|---|
| Company salary | $0 | AHT has no employees; NEO cash pay is by the external advisor Ashford Inc. |
| Advisor-paid cash compensation (aggregate NEOs) | $4.3M (salaries ~$2.2M; cash bonuses ~$2.1M) | Not allocated per individual; approx. 55% attributable to AHT services |
| Zsigray 2024 total (Company-reported) | $858,748 (Stock awards/LTIPs $305,400; deferred cash paid $553,348) | Company reports incentive comp; no Company salary |
The Company does not pay salaries or target bonuses to executive officers; incentive compensation is administered by AHT’s Compensation Committee, while cash pay is by Ashford Inc. .
Performance Compensation
| Award/Milestone | Metric | Target | Actual | Payout Linkage | Vesting/Trigger |
|---|---|---|---|---|---|
| 2024 Sign-on deferred cash (Oct 18, 2024) | Milestone-based | 25% Q4’24; 50% on Oaktree repayment; 25% on Review Condition | Oaktree fully repaid Feb 12, 2025 | $704,110 deferred cash; portions paid as milestones achieved | 25% Q4’24; 50% at debt repayment; 25% upon Review Condition by Comp Committee |
| 2024 Sign-on restricted stock | Service-based | 3-year ratable | 50,900 shares granted; market value $365,971 @ $7.19 as of 12/31/24 | Time-vested equity | Vests 1/3 on July 1, 2025; 1/3 on July 1, 2026; 1/3 on July 1, 2027 |
| 2025 Deferred cash award (Mar 2025) | Achievement of 2024 business objectives | 7 objectives (see below) | All seven achieved | $1,150,000 deferred cash to Zsigray | 1/12 vests quarterly beginning Q2’25, subject to service |
2024 Business Objectives and Results:
| Objective | Target | Actual | Achieved |
|---|---|---|---|
| Revenue ($M) | Budget $1,039.3 | $1,172.5 | Yes |
| Adjusted EBITDAre ($M) | Budget $224.2 | $237.3 | Yes |
| Oaktree paydown ($M) | ≥$100.0 | $138.4 | Yes |
| Morgan Stanley 17 CMBS loan | By maturity | Extended Feb 2025 | Yes |
| Renovations (Le Pavillon & La Concha Key West) | By 12/31 | Completed 11/21 and 12/6 | Yes |
| Liquidity ($M) | ≥$50.0 | $236.0 | Yes |
| Investor/Analyst Interactions | ≥400 | 519 | Yes |
Program design highlights:
- No stock options granted; emphasis on deferred cash and full-value equity; robust clawback adopted per Dodd-Frank; strict no-hedging/pledging; independent consultant engaged (Gressle & McGinley) .
- 2025 long-term incentives granted exclusively as deferred cash; prior PSUs and Performance LTIPs remain outstanding under their terms .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 51,009 shares as of March 14, 2025; <1% of outstanding |
| Unvested awards | 50,900 restricted shares (granted Oct 18, 2024); vest over 2025–2027 |
| PSUs/Performance LTIPs (Zsigray) | None outstanding as of Dec 31, 2024 |
| Stock ownership guidelines | CEO must hold ≥3× advisor base salary; execs ≥1.5×; compliance expected within 4 years; directors/executives cannot sell Company-granted stock until guideline met |
| Hedging/pledging | Prohibited for directors and executive officers |
Employment Terms
| Provision | AHT Disclosure |
|---|---|
| Employment agreement with AHT | None; AHT has no employees, executives are employees of the advisor |
| Severance/change-of-control (AHT awards) | Equity and deferred cash awards generally accelerate upon death/disability; termination without cause or for good reason; or termination/resignation within 1 year post change-of-control; PSUs/Performance LTIPs accelerate per truncated performance (>= target or actual as specified) |
| “Cause” / “Good reason” references | Defined by advisor employment agreements and incorporated by reference into AHT award agreements (cause includes felony, willful breach/misconduct; good reason includes material duty diminishment, reduction in salary/bonus, relocation, advisor breach) |
| Non-compete / non-solicit | Governed by advisor employment agreements; not specifically disclosed for Zsigray |
Board Governance
- Based on the 2025 proxy, Zsigray is disclosed as an executive officer, not a director; the seven director nominees exclude him . All committees (Audit, Compensation, Nominating & Corporate Governance, Related Party Transactions) are composed entirely of independent directors .
- Board leadership structure includes a separate Chairman, an independent Lead Director, and non-executive director sessions, with strong independence controls and conflict policies given external advisory relationships .
Related Party Transactions and Advisory Model
- AHT is externally advised by Ashford LLC (subsidiary of Ashford Inc.); advisory fees include a base fee tied to total market capitalization and an incentive fee; reimbursable overhead and equity-based comp are recognized; advisory agreement amended in 2024–2025 for waivers, termination fee mechanics, and change-of-control calculations .
- Affiliated service providers include Remington Hospitality (hotel manager), Premier Project Management (design/construction), Warwick (insurance), Lismore (debt services), and Ashford Securities (distribution of preferred) with disclosed fee structures and caps .
- Strict related party transaction review via the Related Party Transactions Committee and independent director approval protocols .
Performance & Track Record (Company context during his tenure)
| Indicator | 2025 Q1 Result | Notes |
|---|---|---|
| Total revenue | $277.4M | Q1 2025, down from $303.9M in Q1 2024 due to portfolio changes |
| Hotel Adjusted EBITDA | $77.3M | Comparable to Q1 2024 $77.5M |
| Net income (loss) attributable to common | $(27.8)M | Reflects interest expense and portfolio derecognition effects |
| Liquidity | $224.98M cash, cash equivalents, restricted cash | As of Q1 2025 |
| Debt actions | $580M refinancing; Oaktree fully repaid incl. $30M exit | Feb 12, 2025; strategic financing payoff |
Compensation Committee Analysis
- Committee chaired by Davinder “Sonny” Sra; all members independent; three meetings in 2024; engages independent consultant Gressle & McGinley (no conflicts) .
- Program emphasizes pay-for-performance via milestone-based deferred cash and performance awards; no stock options; clawback policy adopted; ownership and retention guidelines enforced .
Say-on-Pay & Shareholder Feedback
- AHT holds annual advisory votes on executive compensation following stockholder recommendation in 2023; Board recommends “FOR” .
Risk Indicators & Red Flags
- External adviser model and extensive affiliate transactions necessitate strong independent oversight; committees are independent and conflicts policies robust .
- No hedging/pledging permitted; ownership retention requirements reduce short-term selling pressure .
- Legal matters include labor-related class actions and a cyber incident settlement; amounts accrued and disclosed (e.g., ~$485,000 proposed settlement) .
- Leverage and refinancing needs remain material; multiple property-level loans extended/forborne; interest costs and default risk disclosed; liquidity maintained .
Investment Implications
- Alignment: Zsigray’s milestone-based deferred cash and multi-year time-vested restricted stock tie retention and payout to strategic execution (debt repayment, strategic review) and ongoing service; no options and robust clawback/ownership rules reduce misalignment and short-term sell pressure .
- Retention risk: Deferred cash awards vest quarterly beginning Q2’25 and restricted stock vests annually through 2027, encouraging continuity; acceleration provisions in change-of-control exist but PSUs/LTIPs use truncated performance safeguards .
- Trading signals: Upcoming vest dates (July 1, 2025/2026/2027) and quarterly deferred cash vesting may create technical supply, but Company policy restricts sales until ownership guidelines are met, dampening near-term insider selling pressure .
- Governance/related-party risk: External advisory and affiliates require continuous monitoring of fees, amendments, and committee independence; AHT’s independent committee structure and RPT committee oversight mitigate but do not eliminate conflicts .
Notes: Based on AHT’s 2025 DEF 14A and 2025 10-Q disclosures; no SEC Form 4 insider trade data was referenced in this analysis.
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