Justin Coe
About Justin Coe
Justin Coe, age 42, is Chief Accounting Officer (CAO) of Braemar Hotels & Resorts (BHR) since January 2024; he also serves as CAO for Ashford Inc. and Ashford Hospitality Trust in parallel. He previously was Senior Vice President of Accounting at Ashford Inc. (July 2015–Jan 2024) and earlier a Senior Manager at Ernst & Young LLP (2006–2015). He holds BBA and MAcc degrees from Texas State University and is a licensed CPA in Texas . In 2024 BHR met or exceeded all six Board-set objectives (revenue, Adjusted EBITDAre, asset sale, renovations, liquidity, investor engagement), and the Pay vs. Performance disclosures show FY2024 Adjusted EBITDAre of $157.6M, net loss attributable to common of $50.9M, and a TSR index value of 39.32 for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ashford Inc. | Senior Vice President of Accounting | Jul 2015–Jan 2024 | Oversaw accounting across advised platforms (tax, reporting, controller, portfolio accounting, internal audit, IS, acquisitions, special projects) for BHR and Ashford Trust . |
| Ernst & Young LLP | Senior Manager (Assurance/Advisory) | 2006–2015 | Engagements for public/private companies across airline, real estate, medical device industries, U.S./international . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ashford Inc. | Chief Accounting Officer | Jan 2024–present | Concurrent with BHR; externally advised structure . |
| Ashford Hospitality Trust (AHT) | Chief Accounting Officer | Jan 2024–present | Concurrent role at AHT . |
Fixed Compensation
BHR is externally advised and does not pay base salary or annual cash bonus to its executives; those are paid by Ashford Inc. and are not allocated back to BHR in the Summary Compensation Table (SCT) . Ashford Inc. disclosed that, in aggregate for all BHR NEOs, 2024 cash compensation was ~$5.4M (salaries ~$2.2M; bonuses ~$3.2M), with management estimating ~30% attributable to services for BHR, but no individual breakdowns were disclosed .
| Metric | FY 2024 |
|---|---|
| Salary (BHR SCT) | $— |
| Stock Awards/LTIPs (BHR SCT) | $— |
| All Other Compensation (deferred cash vesting paid) | $70,068 |
| Total (BHR SCT) | $70,068 |
Notes:
- No plan-based awards were granted in 2024 to NEOs .
- BHR states “No Perquisites” and no stock options are granted .
Performance Compensation
BHR used six 2024 business objectives to evaluate performance and moved entirely to Deferred Cash Awards for 2025 grants (in lieu of 2025 PSUs/PLTIPs). For Justin Coe, a 2025 Deferred Cash Award of $321,563 was granted (in respect of 2024 performance), vesting 1/12 per quarter starting March 31, 2025 (12 quarters total). Previously granted PSUs/PLTIPs (for others) remain under prior terms; Coe had no unvested equity at 12/31/2024 .
| Metric (FY 2024 objectives) | Weighting | Target | Actual | Payout linkage | Vesting |
|---|---|---|---|---|---|
| Revenue | n/d | $636.7M | $728.4M | Contributed to 2025 Deferred Cash Award sizing | 1/12 quarterly, 12 quarters from 3/31/2025 |
| Adjusted EBITDAre | n/d | $125.3M | $157.6M | Same as above | Same as above |
| Asset sale | n/d | Sell Hilton Torrey Pines and/or Ritz-Carlton Sarasota | Closed Hilton Torrey Pines (Jul 2024) | Same as above | Same as above |
| Renovations (Capital Hilton, Bardessono, Ritz-Carlton Lake Tahoe) | n/d | Complete as scheduled | Achieved per schedule | Same as above | Same as above |
| Liquidity | n/d | ≥ $50M | $207.9M | Same as above | Same as above |
| Investor/analyst interactions | n/d | ≥ 200 | 279 | Same as above | Same as above |
| Individual payout (granted Mar 2025) | — | — | — | Deferred Cash Award: $321,563 | 1/12 quarterly over 12 quarters |
Additional performance design features:
- Key performance measures used for linking pay-to-performance: Adjusted EBITDAre, Revenue, Hotel EBITDA Flow-Through .
- The Compensation Committee used an independent consultant (Gressle & McGinley) and disclosed no conflicts .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common stock beneficially owned | 9,066 shares (<1% of class) |
| Preferred (Series E) beneficially owned | 1,111 shares |
| Options outstanding | None; Company does not grant options |
| Unvested equity at 12/31/2024 | None; 0 PSUs/PLTIPs shown for Coe |
| Awards vested in 2024 | 3,728 equity awards; value realized $7,195 |
| Pledging/hedging | Prohibited for directors/executives |
| Ownership guidelines | Executives must hold ≥1.5x salary equivalent; compliance expected within 4 years; as of 12/31/2024, each NEO met or was within grace period |
Insider filings and potential selling pressure:
- A Form 4 was filed for Justin Coe on June 17, 2025 (BHR), indicating a reported ownership line item; company’s investor relations page also lists this Form 4 .
- OpenInsider shows reported holdings of 10,177 common shares for Coe around that filing, indicating relatively small absolute ownership; combined with no unvested equity at YE 2024 and a shift to deferred cash awards, structural insider selling pressure from equity vesting appears limited near-term .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement with BHR | None; BHR has no executive employment agreements. Executives are employed by Ashford Inc. (advisor) . |
| Severance multiple (salary+bonus) | Not disclosed for Coe at BHR; Stockton has a specific limited waiver obligation referencing his advisor agreement (not applicable to Coe) . |
| Change-of-control (CoC) acceleration | Time-based equity and deferred cash awards fully vest upon death/disability; termination without cause/by good reason; or termination/resignation within one year following a CoC (double trigger). PSUs/PLTIPs are eligible for acceleration upon CoC (single trigger) and other scenarios, generally based on greater of target or actual (truncated) performance except CoC/advisor CoC which use actual (truncated) . |
| CoC acceleration values (12/31/2024) | Coe: $0 upon CoC with no termination; $74,541 upon involuntary termination from advisor, death, disability, or non-renewal . |
| Clawback | Dodd-Frank–compliant clawback policy adopted . |
| Non-compete/non-solicit | Not disclosed in BHR proxy (governed by advisor employment agreements; not detailed here) . |
| Hedging/pledging | Prohibited . |
Performance & Track Record
| Metric | FY 2024 |
|---|---|
| Revenue | $728.4M (vs $636.7M target; “Achieved”) |
| Adjusted EBITDAre | $157.6M |
| Net income (loss) attributable to common | $(50.9)M |
| TSR index (Value of initial $100) | 39.32 |
| Strategic execution | Sold Hilton Torrey Pines (Jul 2024); completed targeted renovations; maintained $207.9M liquidity; 279 investor/analyst interactions (all “Achieved”) |
Say-on-pay and compensation governance:
- Say-on-pay support was ~73% at the 2024 annual meeting; Committee considered feedback and reduced total deferred cash awards despite achieving all 2024 objectives .
- Peer group for benchmarking includes hospitality REITs such as CHSP, DRH, HST, PK, PEB, RLJ, INN, SHO, XHR; the Committee does not target a specific percentile .
Compensation Structure Analysis
- Shift to lower-risk compensation: For 2025, long-term incentives were exclusively Deferred Cash Awards (no 2025 PSUs/PLTIPs), vesting ratably over 12 quarters, which emphasizes retention and reduces equity volatility exposure .
- No options and no perquisites: Governance table highlights no stock options and no executive perquisites, reducing “option-driven” risk and excess benefits concerns .
- Ownership alignment and safeguards: Strict ownership guidelines, prohibition on hedging/pledging, and a formal clawback policy reinforce alignment and risk controls .
Investment Implications
- Alignment and retention: Coe’s 2025 Deferred Cash Award ($321,563) vests evenly over 12 quarters, creating steady retention hooks; with no unvested equity at YE 2024 and a prohibition on pledging, selling pressure tied to equity vesting appears limited, and alignment is supported by ownership guidelines and the clawback policy .
- Limited CoC windfall for Coe: Coe had $0 value upon CoC with no termination and only $74,541 for involuntary termination/death/disability/non-renewal as of 12/31/2024, indicating minimal CoC-related cashing-out risk for this role .
- Company performance vs pay: 2024 results exceeded revenue/Adjusted EBITDAre targets and achieved all strategic objectives, while say-on-pay support was a modest 73%, and awards were reduced despite full objective attainment—signals a cautious compensation stance amid share underperformance (TSR index 39.32 in 2024) .
- Externally advised complexity: Because salaries/bonuses are paid by Ashford Inc. and not broken out individually in BHR filings, Coe’s total economic incentives reflect both BHR-linked awards and advisor compensation—investors should monitor Ashford Inc. disclosures for fuller pay-for-performance visibility .