Monty Bennett
About Monty J. Bennett
Monty J. Bennett (age 60) is the non‑independent Chairman of Braemar Hotels & Resorts Inc. (BHR), serving as Chairman since April 2013 and previously as BHR’s Chief Executive Officer from April 2013 to November 2016. He holds a B.S. (with distinction) from Cornell’s School of Hotel Administration and an MBA from Cornell’s S.C. Johnson Graduate School of Management; he is also Founder, Chairman & CEO of Ashford Inc. and Founder & Chairman of Ashford Hospitality Trust (AHT) . The Board has affirmatively determined he is not independent (only Bennett and CEO Richard Stockton are non‑independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Braemar Hotels & Resorts Inc. | Chairman of the Board | Chairman since Apr 2013 | Board leadership; not a member of standing committees (committees composed of independent directors) |
| Braemar Hotels & Resorts Inc. | Chief Executive Officer | Apr 2013 – Nov 2016 | Led company post-spin; transitioned to non-executive Chairman |
| Ashford Inc. | Founder, Chairman & CEO | Not disclosed (current) | External advisor to BHR; significant interlocks and fee arrangements |
| Ashford Hospitality Trust (AHT) | Founder & Chairman | Not disclosed (current) | External relationships referenced in related party section |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashford Inc. (public) | Chairman & CEO | Current | Controls BHR’s external advisor; beneficially owns ~77.5% of Ashford Inc. common stock (incl. convertible preferred) as of Oct 20, 2025 |
| Ashford Hospitality Trust (AHT) (public) | Chairman | Current | Founder & Chairman; historical spin relationship with BHR |
Board Governance
- Independence: Board majority independent; only Bennett (Chairman) and Stockton (CEO) are non‑independent .
- Committee membership: Four standing committees (Audit; Compensation; Nominating & Corporate Governance; Related Party Transactions) composed entirely of independent directors; Bennett is not listed as a member .
- Lead Independent Director: Stefani D. Carter; empowered duties include presiding over executive sessions, approving info/agendas/schedules, liaison role, and availability to major shareholders .
- Meetings and attendance: In 2024 the Board held 4 regular meetings, 4 executive sessions of non‑management directors, and 9 special meetings; all incumbent directors standing for re‑election attended at least 75% of meetings of the Board and committees served .
- Hedging/pledging policy: Directors and executive officers are prohibited from hedging and pledging company securities; margin accounts are prohibited .
- Governance structure: Majority vote standard for director elections; proxy access; no rights plan; opted out of certain Maryland takeover acts; special meetings permitted .
Fixed Compensation
| Component (Directors) | Amount/Policy | Notes |
|---|---|---|
| Annual base cash retainer | $55,000 | Non‑executive directors only (excludes Bennett) |
| Meeting fees | $2,000 in‑person; $3,000 committee chair; $500 teleconference (2025); teleconference was $1,000 effective May 15, 2024 | Applies to non‑executive directors |
| Additional annual retainers | Lead Director $25,000; Audit Chair $25,000; Audit member $5,000; Comp Chair $15,000; NCG Chair $10,000; RPT Chair $15,000; RPT member $10,000 | Non‑executive directors |
| Annual equity/units grant (historical) | 14,925 shares/units (maintained in 2024) | 2013 Equity Plan terminated May 12, 2025; in lieu of equity, $29,044 cash paid on May 22, 2025 to each non‑executive director |
| Bennett’s director fees | $0 | Bennett does not receive standard director fees |
Director compensation (FY2024):
| Name | Fees Earned/Paid in Cash | LTIP/Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| Monty J. Bennett | $0 | $0 | $2,367,347 (deferred cash vesting from 2022/2023/2024 awards) | $2,367,347 |
| Stefani D. Carter | $198,355 | $42,089 | $0 | $240,443 |
| Candace Evans | $69,500 | $42,089 | $0 | $111,589 |
| Rebecca Musser | $0 | $17,628 | $0 | $17,628 |
| Rebeca Odino‑Johnson | $112,500 | $42,089 | $0 | $154,589 |
| Matthew D. Rinaldi | $113,500 | $42,089 | $0 | $155,589 |
Benchmark (prior year YOY signal): Bennett’s “All Other Compensation” was $3,107,649 in FY2023 vs $2,367,347 in FY2024, a decrease largely tied to deferred cash award vesting and absence of an equity award in 2024 .
Performance Compensation
- Bennett receives an annual incentive award, determined by the Board using the same performance framework and vesting terms as named executive officers; for 2025 grants (in respect of 2024 performance), awards were deferred cash only, vesting ratably over 12 quarters (1/12th per quarter) .
- Top performance measures used to link pay to performance: Adjusted EBITDAre; Revenue; Hotel EBITDA Flow‑Through .
2024 Business Objectives and Outcomes (used for 2025 awards):
| Objective | Budget/Target | Actual | Outcome |
|---|---|---|---|
| Revenue ($M) | $636.7 | $728.4 | Achieved |
| Adjusted EBITDAre ($M) | $125.3 | $157.6 | Achieved |
| Asset sales | Sell Hilton Torrey Pines and/or Ritz‑Carlton Sarasota | Hilton Torrey Pines sold July 2024 | Achieved |
| Renovations | Capital Hilton & Bardessono Q1’24; Ritz‑Carlton Lake Tahoe Q4’24 | Completed as targeted | Achieved |
| Liquidity | Maintain ≥$50M | $207.9M | Achieved |
| Investor interactions | ≥200 | 279 | Achieved |
Other Directorships & Interlocks
- Bennett is common to BHR and Ashford Inc.; as of Oct 20, 2025 he may be deemed to beneficially own ~3,060,645 Ashford Inc. shares (~77.5% of its common stock, including convertibles), significantly aligning him with Ashford Inc.’s economic interests .
- BHR is externally advised by Ashford Inc./Ashford LLC; 2024 fees paid: base fee ~$13.8M; reimbursed expenses ~$11.6M; incentive fee ~$2.7M; total advisory fee ~$30.5M .
- Potential sale termination economics: Aug 26, 2025 Letter Agreement set a discounted Company Sale Fee of $480M plus accrued fees payable to Ashford Inc. upon a Company Sale Transaction (vs. $574.83M calculation in advisory agreement); $17M was paid on signing; buyer required to assume Premier (project management) and Remington Hospitality (hotel management) or pay an additional $25M to cancel the Master Agreements .
- Additional Ashford‑affiliated arrangements: Cash Management Strategy fee paid to Ashford Inc ($91,000 in 2024) to invest excess cash in short‑term U.S. Treasuries; Warwick Insurance (Ashford Inc. subsidiary) provides casualty insurance; preferred parking vendors under Ashford Inc. master services agreement with rebates to Ashford Inc. .
Expertise & Qualifications
- Deep hospitality experience across ownership, finance, operations, development, asset and project management; civic engagement and industry association leadership; Cornell undergraduate and MBA credentials .
Equity Ownership
| Holder | Common Stock Beneficial Ownership | % of Class | Preferred Series E | % of Class |
|---|---|---|---|---|
| Monty J. Bennett (as of Oct 20, 2025) | 1,221,392 (incl. OP units; see footnote) | 1.8% | 44,444 | <1% |
- LTIP/performance units: As of Dec 31, 2024, Bennett held 352,590 performance‑based LTIP Units subject to vesting conditions (maximum potential earnout reflected) .
- Ownership guidelines: Directors must hold shares exceeding 3x the annual cash Board retainer; as of Dec 31, 2024, each director met guidelines or was within grace period .
- Hedging/pledging: Company policy prohibits pledging and hedging of Company securities by directors and officers .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Approximately 73% of votes cast approved 2023 executive compensation, signaling moderate support and some investor dissent .
- Prior year reference: 2023 say‑on‑pay received more than 92% approval, indicating support that later moderated .
Compensation Committee Analysis
- Composition and independence: Compensation Committee composed of independent directors; chaired by Matthew D. Rinaldi .
- Consultant: Gressle & McGinley LLC engaged as independent compensation consultant; committee concluded independence and no conflicts .
- Practices: No stock options granted; clawback policy adopted per Dodd‑Frank/SEC; ownership guidelines enforce alignment; compensation risk assessment found no material adverse risk .
Related Party Transactions (Conflict Risk)
- Advisory agreement economics (continuing fees even after asset sales): advisor base fee includes adjustments causing ongoing fees on sold assets; incentive fee tied to total shareholder return vs. peers .
- Family/control dynamics: Bennett and his father, Archie Bennett Jr., collectively have significant beneficial ownership of Ashford Inc.; Archie Bennett Jr. deemed to own ~62.3% of Ashford Inc. as of Oct 20, 2025 . BHR’s fees benefit Ashford Inc. shareholders, including Bennett family interests .
- Sale process termination fee: $480M discounted Company Sale Fee to Ashford Inc. if BHR is sold before July 1, 2028; $17M already paid; buyer must assume Premier/Remington or pay an additional $25M; termination fee arrangements represent material potential conflict in strategic review outcomes .
- Governance mitigants: Related Party Transactions Committee of independent directors reviews/approves or denies related party transactions; majority independent Board; lead independent director structure .
Governance Assessment
- Strengths: Majority independent board; empowered lead independent director; robust conflicts oversight via RPT Committee; prohibition on hedging/pledging; ownership guidelines; majority vote for director elections .
- Red Flags:
- Non‑independent Chairman who is also Chairman & CEO of BHR’s external advisor, Ashford Inc., and Founder & Chairman of AHT—significant interlocks and potential conflicts of interest .
- Large termination fee ($480M discounted, with $17M prepaid) and Master Agreement assumptions in sale scenarios could bias strategic alternatives; buyer cancellation requires $25M additional payment to Ashford Inc. .
- Family control concentrations at Ashford Inc. (Archie Bennett Jr. ~62.3% beneficial ownership; Monty Bennett ~77.5% beneficial ownership including convertibles)—economic incentives linked to advisor fee streams paid by BHR .
- Say‑on‑pay support moderated to ~73% in 2024, indicating investor concern over pay design/performance linkage or advisor arrangements .
- Signals to watch:
- Committee independence and enforcement in approving related party transactions (Cash Management, Warwick Insurance, master services rebates) .
- Compensation mix shifts (deferred cash focus; reduced equity usage; director equity plan termination) and how these affect alignment .
- Board special committee outcomes and negotiation of advisor termination economics in any sale .
Overall, Bennett’s dual roles at BHR and Ashford Inc., combined with substantial termination fees and related‑party ecosystems, create persistent conflict vectors. BHR’s governance architecture (independent committees, lead director, policies) provides mitigants, but investor confidence hinges on transparent, independent oversight of advisor economics and strategic decisions .