Alex Rose
About Alex Rose
Alex Rose, age 40, is Executive Vice President, General Counsel and Secretary of Braemar Hotels & Resorts (BHR), serving since July 2021. He previously was a Partner at Kirkland & Ellis (2018–2021) and attorney at Jones Day and Vinson & Elkins; he holds a J.D. from Columbia Law School and a B.S. from the University of Kansas, and is admitted in Texas and New York . Company performance in 2024 included revenue of $728.4M and Adjusted EBITDAre of $157.6M (both above budget), and the Company’s Pay‑Versus‑Performance table shows value of a $100 initial investment at $39.32 for 2024, net loss of $50.9M, and Adjusted EBITDAre of $157.6M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kirkland & Ellis LLP | Partner | Jul 2018–Jun 2021 | Led complex M&A, JV, financings, recapitalizations for public/private companies and PE sponsors |
| Jones Day | Attorney | — | Corporate transactions and general corporate matters |
| Vinson & Elkins LLP | Attorney | — | Corporate transactions and general corporate matters |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ashford Inc. | EVP, General Counsel & Secretary | Since Jul 2021 | Legal leadership for advisor to BHR; corporate governance oversight |
| Ashford Hospitality Trust (NYSE: AHT) | EVP, General Counsel & Secretary | Since Jul 2021 | Legal and governance leadership across affiliated platforms |
Fixed Compensation
- BHR is externally advised; the Company does not pay base salary or bonuses to executive officers. Alex Rose receives cash compensation from Ashford Inc.; BHR grants equity and deferred cash incentives only .
- As context (not Alex-specific): in 2024, Ashford Inc. paid the NEO group approximately $2.2M in salaries and $3.2M in cash bonuses, and the Company estimates ~30% attributable to services provided to BHR; however, individual salary/bonus by executive is not disclosed by BHR .
Performance Compensation
2025 Long-Term Incentive (for 2024 performance)
| Executive | Award type | Grant date | Amount (USD) | Vesting |
|---|---|---|---|---|
| Alex Rose | Deferred Cash Award | Mar 2025 | $919,482 | 1/12th vests quarterly, generally over 12 quarters starting March 31, 2025 |
2024 Business Objectives (used to determine 2025 awards)
| Metric | Target | Actual | Payout status | Notes |
|---|---|---|---|---|
| Revenue | $636.7M | $728.4M | Achieved | Above budget |
| Adjusted EBITDAre | $125.3M | $157.6M | Achieved | Above budget |
| Asset sale execution | Sell Hilton Torrey Pines and/or Ritz-Carlton Sarasota | Hilton Torrey Pines sale closed July 2024 | Achieved | Strategic capital recycling |
| Renovations | Complete Capital Hilton, Bardessono, Ritz-Carlton Lake Tahoe | Completed per plan (Q1 and Q4 2024) | Achieved | Major capex programs delivered |
| Liquidity | Maintain ≥$50M | $207.9M | Achieved | As of 12/31/2024 |
| Investor outreach | ≥200 interactions | 279 | Achieved | Engagement above target |
Committee awarded reduced total deferred cash vs prior year despite all objectives achieved, reflecting cost-saving priorities .
Outstanding Performance Awards (as of Dec 31, 2024)
| Executive | Instrument | Grant date | Unvested units | Vesting mechanics | Market value at 12/31/2024 |
|---|---|---|---|---|---|
| Alex Rose | PSUs/Performance LTIP Units | Mar 3, 2023 | 33,617 (threshold 50% of target) | Vest Dec 31, 2025; actual 0–200% of target based on performance | $100,850 (at $3.00/share) |
Equity Awards Vested in 2024
| Executive | Units vested (stock + LTIPs) | Value realized on vesting (USD) |
|---|---|---|
| Alex Rose | 81,128 | $246,520 |
Performance Metrics Linking Pay
- Most important metrics used to link compensation actually paid: Adjusted EBITDAre, Revenue, and Hotel EBITDA Flow‑Through .
Program Design & Guardrails
- No stock options; no dividends on unvested performance shares; independent compensation consultant engaged; clawback policy adopted per Dodd‑Frank/SEC listing requirements .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 61,373 shares; <1% of class |
| Awards outstanding (unvested) | 33,617 PSUs/Performance LTIPs (vesting potential 0–200% by 12/31/2025) |
| 2024 vested equity | 81,128 units; $246,520 value |
| Ownership guidelines | Executives must hold equity ≥1.5x base salary from advisor; compliance expected within 4 years |
| Compliance status | As of 12/31/2024, all NEOs met guidelines or were within grace period |
| Hedging/pledging | Prohibited; no margin accounts or pledging permitted |
| Sale restrictions | Directors and execs may sell vested awards only after meeting required ownership levels |
Employment Terms
- BHR does not have Company employment agreements with executive officers; equity and deferred cash awards govern severance/change‑of‑control outcomes and incorporate provisions from advisor employment agreements .
- Acceleration triggers for PSUs/Performance LTIPs include termination without cause/by executive for good reason, death/disability, Company change‑of‑control, advisor change‑of‑control resulting in vesting under advisor employment agreement, and non‑renewal/ involuntary termination (calculations generally at target or actual performance depending on scenario) .
Change‑of‑Control and Termination Economics (as of 12/31/2024)
| Executive | Change of Control (No Termination) | Involuntary Termination/Death/Disability/Non‑Renewal |
|---|---|---|
| Alex Rose | $201,699 | $1,072,871 |
Definitions (per plan)
- “Cause” includes willful misconduct, failure to perform, loyalty breach, dishonesty causing material harm, felony conviction, etc. (with some cure rights) .
- Company change‑of‑control includes 30%+ takeover, merger/combination where prior holders own ≤50%, sale of substantially all assets or liquidation, or board turnover outside approved processes .
- “Good reason” includes material diminishment, pay reduction, relocation outside greater Dallas area, or material breach by advisor .
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Value of $100 initial investment (TSR) | $51.62 | $57.11 | $46.88 | $30.35 | $39.32 |
| Peer group value of $100 (FTSE NAREIT Lodging & Resorts) | $76.40 | $90.32 | $76.50 | $94.80 | $92.90 |
| Net Income (Loss) attributable to common stockholders (USD thousands) | $(115,481) | $(40,004) | $(10,696) | $(74,040) | $(50,946) |
| Adjusted EBITDAre (USD thousands) | $(4,535) | $87,465 | $172,408 | $176,748 | $157,575 |
2024 operational achievements: exceeded revenue and Adjusted EBITDAre budgets; closed Hilton Torrey Pines asset sale; completed major renovations; maintained liquidity above target; expanded investor outreach .
Governance, Peer Benchmarking, and Shareholder Feedback
- Compensation committee uses an independent consultant (Gressle & McGinley) and benchmarks hospitality REIT peers (e.g., Host, Park, Pebblebrook, RLJ, Sunstone, Xenia, etc.) without targeting a specific percentile .
- 2024 Say‑on‑Pay approval: approximately 73% of votes cast supported executive compensation .
Investment Implications
- Alignment: Prohibition on hedging/pledging and required ownership multiples mitigate misalignment risk; Rose’s beneficial ownership is modest (<1%) but award structure and ownership guidelines support alignment .
- Payout sensitivity: 2025 awards shifted entirely to deferred cash vesting quarterly over 3 years, removing equity grant risk for the current cycle; this can reduce near‑term insider selling pressure but lessens long‑term equity‑linked upside alignment versus PSUs/LTIPs .
- Retention/CoC economics: Rose’s acceleration values are moderate ($1.07M under involuntary termination/death/disability/non‑renewal), with clear triggers; limited reliance on Company employment contracts reduces guaranteed severance risk .
- Performance link: Key objectives (Revenue, Adjusted EBITDAre, liquidity, asset sale execution, renovations, IR outreach) all met in 2024, yet committee reduced total deferred cash versus prior year, indicating cost discipline and potential restraint in pay growth despite operational delivery .
- Trading signals: Quarterly vesting cadence on deferred cash awards and prohibition on sales before meeting ownership guidelines suggest lower forced‑sale risk; watch 12/31/2025 PSU/LTIP vesting event for potential award settlement dynamics and disclosure updates .