Richard Stockton

About Richard Stockton

Richard J. Stockton, 55, is President and Chief Executive Officer of Braemar Hotels & Resorts Inc. (BHR) and has served as CEO since November 2016, President since April 2017, and as a director since July 2020; he holds an MBA in Finance and Real Estate from Wharton and a BS from Cornell’s School of Hotel Administration . In 2024, BHR met all six Board-set operating objectives, including revenue of $728.4 million vs. $636.7 million target and Adjusted EBITDAre of $157.6 million vs. $125.3 million target; liquidity ended at $207.9 million, with key asset sale and renovations completed, supporting incentive outcomes for 2024 service granted in March 2025 . Pay-versus-performance disclosure shows 2024 total shareholder return (TSR) of 39.32 (on a $100 base) versus peer index TSR of 92.90, net loss attributable to common stockholders of $50.9 million, and Adjusted EBITDAre of $157.6 million .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Program design and recent shift

  • No stock options granted; emphasis on performance-based equity historically (PSUs/Performance LTIPs) and, for 2025 awards (for 2024 service), 100% Deferred Cash Awards vesting 1/12th quarterly beginning March 31, 2025; prior PSUs/Performance LTIPs remain outstanding on their terms .
  • 2024 say-on-pay support was ~73%; the committee retained independent consultant Gressle & McGinley and reduced total deferred cash pool despite full objective attainment .

• 2024 Operating Objectives and Results (set by Board; used to inform 2025 grants) | Metric | Target | Actual | Outcome | |---|---:|---:|---| | Revenue ($M) | 636.7 | 728.4 | Achieved | | Adjusted EBITDAre ($M) | 125.3 | 157.6 | Achieved | | Asset Sale | Sell Hilton Torrey Pines and/or Ritz-Carlton Sarasota | Hilton Torrey Pines sold (Jul-2024) | Achieved | | Renovations | Capital Hilton; Bardessono; Ritz-Carlton Lake Tahoe | Capital Hilton & Bardessono completed Q1’24; RC Lake Tahoe completed Q4’24 | Achieved | | Liquidity ($M) | ≥50.0 | 207.9 | Achieved | | Investor/Analyst Interactions | ≥200 | 279 | Achieved |

• March 2025 Deferred Cash Award (for 2024 performance) | Executive | Deferred Cash Award ($) | Vesting | |---|---:|---| | Richard J. Stockton | 2,096,369 | 1/12 each quarter over 12 quarters starting 3/31/2025, subject to continued service . |

• Outstanding Performance Awards (as of 12/31/2024) | Award Type | Grant Date | Units (Threshold) | Vest Date | Notes | |---|---|---:|---|---| | PSUs / Performance LTIPs | Mar 3, 2023 | 88,148 | Dec 31, 2025 | Threshold shown (50% of target) based on performance to 12/31/2024; payout 0–200% possible; valued at $264,443 at $3.00/share . |

• Equity Awards Vested in 2024 | Metric | Value | |---|---:| | Shares/LTIP units vested (count) | 475,182 | | Value realized on vesting ($) | 1,379,246 |

• Pay-versus-Performance indicators (Company metrics from disclosure) | Metric | 2020 | 2021 | 2022 | 2023 | 2024 | |---|---:|---:|---:|---:|---:| | TSR (Value of $100) | 51.62 | 57.11 | 46.88 | 30.35 | 39.32 | | Peer Index TSR (Value of $100) | 76.40 | 90.32 | 76.50 | 94.80 | 92.90 | | Net Income (Loss) to Common ($000) | (115,481) | (40,004) | (10,696) | (74,040) | (50,946) | | Adjusted EBITDAre ($000) | (4,535) | 87,465 | 172,408 | 176,748 | 157,575 |

• Performance metrics used for compensation linkage (2024 “most important” list): Adjusted EBITDAre, Revenue, Hotel EBITDA Flow-Through .

Equity Ownership & Alignment

Implications: 2025–2027 quarterly vesting of deferred cash and potential PSU/PLTIP vest on 12/31/2025 create known award events; policy bans hedging/pledging and imposes ownership minimums, which may moderate selling pressure once guidelines are satisfied .

Employment Terms

• Employment and advisor structure

  • BHR is externally advised by Ashford Inc./Ashford LLC; BHR has no employees, and executive officers are employees of the advisor; BHR pays advisory fees and may grant company-level equity or deferred cash incentives .

• Severance and change-of-control (CoC)

  • Company awards (time-based and deferred cash) fully vest upon death/disability; termination without cause/by the executive for good reason; or termination/resignation within one year after a Company CoC; PSUs/Performance LTIPs are eligible for accelerated vesting upon CoC and other events (generally based on actual performance over truncated period) .
  • August 2024 Limited Waiver: BHR agreed to pay the advisor an amount equal to its obligation under Stockton’s advisor employment agreement (a multiple of Base Salary) if (i) a Company CoC occurs and his employment is terminated/not renewed by the advisor or he resigns within one year, or (ii) termination for other reasons; this creates a Company obligation back-to-back with the advisor .

• Estimated acceleration values (as of 12/31/2024; assumes $3.00 share price; performance awards at target except PLTIPs at max) | Scenario | Estimated Value ($) | |---|---:| | Change in Control (no termination) | 528,885 | | Involuntary termination from advisor, death, disability, or non-renewal | 3,001,071 |

• Clawback and governance features

  • Dodd-Frank compliant clawback policy; prohibition on hedging/pledging; equity ownership guidelines; no perquisites or retirement programs; independent compensation consultant .

Board Governance (dual-role context)

• Stockton is a director (since 2020) and CEO; Chairman is separate (Monty J. Bennett), but not independent; Board has a Lead Independent Director with defined authorities; all directors except the Chairman and CEO are independent; all committees are fully independent .
• Board/committee activity in 2024: Board held 4 regular, 4 executive sessions of non-management directors, and 9 special meetings; incumbents attended ≥75% .
• Officers receive no additional pay for Board service .

Director Service Snapshot (Stockton)

Compensation Committee, Peer Group, and Say-on-Pay

• Compensation Committee chaired by independent director Matthew D. Rinaldi; retained independent consultant Gressle & McGinley (no conflicts) .
• Peer set used for competitive reference: Chatham Lodging Trust; DiamondRock; Host; Park; Pebblebrook; RLJ; Summit; Sunstone; Xenia .
• Say-on-pay support: ~73% approval at 2024 meeting (on 2023 compensation) .

Related Party and Strategic Process Context (governance risk lens)

• Advisory and related-party structure: 2024 advisory base fee ~$13.8m and incentive fee ~$2.7m; reimbursed expenses ~$11.6m; multiple affiliates provide services (e.g., Premier design/construction ~$14.5m fees; Remington management ~$2.6m base management fees + ~$147k incentive) overseen by a Related Party Transactions Committee of independent directors .
• Sale process: In 2024 a special committee reviewed strategic alternatives; an August 26, 2025 Letter Agreement set a discounted $480 million advisor termination fee (Company Sale Fee) payable on a Company Sale Transaction (vs. a calculated $574.83 million), with $17 million paid at signing; buyer must assume (or pay $25 million to cancel) affiliate Master Agreements (Premier and Remington) .

Investment Implications

• Pay-for-performance alignment: 2024 incentives linked to six measurable operating objectives were all achieved; 2025 awards are entirely deferred cash vesting quarterly over 12 quarters, which reduces near-term equity dilution but introduces ongoing cash outflows; PSUs/PLTIPs from 2023 remain outstanding to 12/31/2025, preserving performance linkage .
• Insider supply considerations: Known award events include quarterly deferred cash vesting through 2027 and potential PSU/PLTIP vesting on 12/31/2025; hedging/pledging bans and ownership minimums can moderate selling pressure, while officers may only sell after meeting guidelines and only to the extent thereof .
• Governance/conflict watchpoints: External advisor economics (including the $480 million Company Sale Fee construct and affiliate Master Agreement stipulation) create perceived conflicts during a sale; oversight resides with independent committees, Lead Director, and a majority-independent Board .
• Performance risk/track record: TSR remains below the peer index over 2020–2024 despite strong 2024 operational execution; Adjusted EBITDAre improved materially from 2020 to 2022–2024 levels, but 2024 net loss persists, highlighting execution and financial leverage sensitivities for hospitality REITs .