DEF 14A 1 nc10022289x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Ashford Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TABLE OF CONTENTS

2021 Proxy Statement

Annual Meeting of Stockholders

Wednesday, May 12, 2021

9:30 A.M., Central Time

Embassy Suites Near the Galleria

14021 Noel Road

Dallas, Texas 75240

TABLE OF CONTENTS

March 30, 2021

Dear Stockholders:

On behalf of the Board of Directors of Ashford Inc., I cordially invite you to attend our 2021 Annual Meeting of Stockholders, which will be held at 9:30 a.m., Central Time, on Wednesday, May 12, 2021, at the Embassy Suites Near the Galleria 14021 Noel Road, Dallas, Texas 75240.

2020 was a challenging year for Ashford Inc. as the global pandemic and resulting government imposed shutdowns and travel restrictions decimated the hospitality industry. While it was a difficult year, I was strengthened and encouraged to see the resolve and hard work of our associates to stabilize our businesses and get our advised REITs on a more solid financial footing. We are confident in our long-term strategy and believe we have significant opportunities to continue to accelerate Ashford’s growth and create meaningful value for our stockholders.

While the pandemic gave us some significant challenges, I still believe we have a structure and strategy in the lodging industry that provides us with a significant competitive advantage, and that we are well-positioned to grow and capitalize on the recovery of the lodging industry.

We encourage you to read this proxy statement carefully and to vote your proxy as soon as possible so that your shares will be represented at the meeting.

Sincerely,

Monty J. Bennett

Founder, Chief Executive Officer and Chairman of the Board

TABLE OF CONTENTS

Notice of 2021 Annual Meeting of Stockholders

	Meeting Date:			Wednesday, May 12, 2021

	Meeting Time:			9:30 A.M., Central Time

	Meeting Location:			Embassy Suites Near the Galleria 14021 Noel Road Dallas, Texas 75240

Meeting Agenda

1.	Election of six directors;

2.	Advisory approval of our executive compensation;

3.	Ratification of the appointment of BDO USA, LLP as our independent auditor for 2021; and

4.	Transaction of any other business that may properly come before the annual meeting.

Record Date

You may vote at the 2021 Annual Meeting of Stockholders the shares of common stock and Series D Cumulative Convertible Preferred Stock (which vote on an as-converted basis with our common stock, subject to certain limitations) of which you were the holder of record at the close of business on March 15, 2021.

Review your proxy statement and vote in one of the four ways:

•	In person: Attend the Annual Meeting and vote by ballot.

•	By telephone: Call the telephone number and follow the instructions on your proxy card.

•	Via the internet: Go to the website address shown on your proxy card and follow the instructions on the website.

•	By mail: Mark, sign, date and return the proxy card.

By order of the Board of Directors,

Deric S. Eubanks,

Chief Financial Officer

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

March 30, 2021

TABLE OF CONTENTS

			Page
SUMMARY			1
Annual Meeting of Stockholders			2
Voting Matters			2
Board Nominees			2
Summary of Director Diversity and Experience			3
Corporate Governance Highlights			3
PROPOSAL ONE—ELECTION OF DIRECTORS			5
Nominees for Election as Director			6
Summary of Director Qualifications, Skills, Attributes and Experience			10
CORPORATE GOVERNANCE			11
Code of Business Conduct and Ethics			11
Board Leadership Structure			11
Board Role			12
Strategy			12
Risk Oversight			12
Succession Planning			13
Board Refreshment			13
Director Nomination Procedures by the Company			13
Stockholder Nominations			14
Stockholder and Interested Party Communication with the Board of Directors			14
Director Orientation and Continuing Education			14
Director Retirement Policy			14
Hedging and Pledging Policies			15
BOARD OF DIRECTORS AND COMMITTEES			15
Board Member Independence			15
Board Committees and Meetings			16
Current Committee Membership			16
Director Compensation			20
Compensation Committee Interlocks and Insider Participation			21
Attendance at Annual Meeting of Stockholders			21
EXECUTIVE OFFICERS AND COMPENSATION			22
Executive Officers			22
Executive Compensation			25
Summary Compensation Table			29
Outstanding Equity Awards at Fiscal Year End Table			30
PROPOSAL TWO—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION			36
PROPOSAL THREE—RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT AUDITOR			37
Audit Committee Report			37
Auditor Fees			38
Additional Information			38
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			39
Security Ownership of Management and Directors			39
Security Ownership of Certain Beneficial Owners			40
Delinquent Section 16(a) Reports			41


				2021 Proxy Statement

TABLE OF CONTENTS

			Page
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			42
Conflict of Interest Policies			42
Our Relationship and Agreements with Ashford Trust and Braemar			42
Service Providers to Ashford Trust and Braemar			51
Our Relationship and Agreements with the Bennetts			53
OTHER PROPOSALS			57
GENERAL INFORMATION ABOUT VOTING			57
Solicitation of Proxies			57
Electronic Availability of Proxy Materials			57
Voting Securities			57
Voting			58
Counting of Votes			58
Right To Revoke Proxy			58
Multiple Stockholders Sharing the Same Address			59
Annual Report			59
Other Matters			59
About this Proxy Statement			59
ADDITIONAL INFORMATION			60

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2021.

	The Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2020, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at www.ashfordinc.com by clicking the “INVESTORS” tab, then the “FINANCIALS & SEC FILINGS” tab and then the “ANNUAL MEETING MATERIAL” link. The information contained on our website is expressly not incorporated by reference into this proxy statement.


				2021 Proxy Statement

TABLE OF CONTENTS

SUMMARY

This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider in determining how to vote your shares of our common stock or Series D Cumulative Convertible Preferred Stock (“Series D Convertible Preferred Stock”) (which vote on an as-converted basis with our common stock, subject to certain limitations) at the 2021 annual meeting of stockholders of the Company. We urge you to read the entire proxy statement before you vote. This proxy statement or the Notice of Internet Availability of Proxy Materials was first made available to stockholders on or about March 30, 2021.

We are providing these proxy materials in connection with the solicitation by the Board of Directors of Ashford Inc. of proxies to be voted at our 2021 annual meeting of stockholders.

In this proxy statement, unless otherwise indicated or as the context otherwise requires:

•	“we,” “our,” “us,” “Ashford,” and the “Company” each refers to Ashford Inc. (NYSE American: AINC), a Nevada corporation;

•	“Annual Meeting” refers to the 2021 annual meeting of stockholders of the Company;

•	“Ashford LLC” refers to Ashford Hospitality Advisors LLC, a Delaware limited liability company and our subsidiary;

•	“Ashford Trust” refers to Ashford Hospitality Trust, Inc. (NYSE: AHT), a Maryland corporation and real estate investment trust (“REIT”);

•	“Board of Directors” or “Board” means the board of directors of Ashford Inc.;

•	“Braemar” refers to Braemar Hotels & Resorts Inc. (NYSE: BHR), a Maryland corporation and REIT;

•	“Code” refers to the Internal Revenue Code of 1986, as amended;

•	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•	“NYSE American” refers to NYSE American LLC, the stock exchange on which shares of our common stock are listed for trading;

•

“Premier” refers to Premier Project Management LLC, a Maryland limited liability company and a subsidiary of Ashford LLC, that provides project management services, including construction management, interior design, architectural services, and the purchasing, expediting, warehousing coordination, freight management and supervision of installation of fixtures, furniture, furnishings and equipment (“FF&E” ), and related services. On August 8, 2018, we completed our acquisition of Premier, the business of which was formerly conducted by affiliates of Remington Lodging (as defined below);

•

“Remington Lodging” refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company and hotel management company that was owned by Mr. Monty J. Bennett, our Chief Executive Officer and Chairman of the Board, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust before its acquisition by Ashford Inc. on November 6, 2019. “Remington” refers to the same entity after the acquisition was completed, resulting in Remington Lodging & Hospitality, LLC becoming a subsidiary of Ashford Inc.;

•	“SEC” refers to the U.S. Securities and Exchange Commission;

•	“Securities Act” refers to the Securities Act of 1933, as amended; and

•	“stockholders” refers to holders of our common stock, par value $0.001 per share and holders of our Series D Convertible Preferred Stock, collectively, or as the context may require, individually.

We, together with Ashford LLC, serve as external advisor to each of Ashford Trust and Braemar. In this proxy statement, we refer to Ashford Inc. and Ashford LLC collectively as “advisor.”


				2021 Proxy Statement 1

TABLE OF CONTENTS

Annual Meeting of Stockholders

	Time and Date			Record Date
	9:30 A.M., Central Time, May 12, 2021			March 15, 2021

	Place			Number of Common Shares Eligible to Vote at the Annual Meeting as of March 15, 2021
	Embassy Suites Near the Galleria 14021 Noel Road Dallas, Texas 75240			3,009,614

Voting Matters

Matter	Board Recommendation	Page Reference (for more detail)
Election of Directors	✔ For each director nominee	5
Advisory Approval of Our Executive Compensation	✔ For	36
Ratification of Appointment of BDO USA, LLP	✔ For	37

We intend to hold the Annual Meeting in person. However, we are sensitive to concerns related to public health and travel and are monitoring the protocols that federal, state, and local governments may recommend or require in light of the COVID-19 pandemic. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described herein) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). In the event we determine it is necessary or appropriate to take additional steps regarding how we conduct the Annual Meeting, we will announce this decision in advance, and details will be posted on our website and filed with the SEC.

Board Nominees

The following table provides summary information about each director nominee. All directors of the Company are elected annually by a plurality of all of the votes cast for and against each nominee.

Name, Age

Director

Since

Principal Occupation

Committee

Memberships

Other U.S. Public Company Boards

Monty J. Bennett, 55

2014

Chairman and Chief Executive Officer of the Company; Chairman of Ashford Trust; Chairman of Braemar

Ashford Trust; Braemar

Dinesh P. Chandiramani, 53 (F)

2014

Chief Executive Officer of 30609, LLC; Chief Executive Officer and Strategic Advisor of Hospitality Advisory Associates

✔

(C)

Darrell T. Hail, 55

2014

President, Women’s A.R.C., LLC

✔

(C)

Uno Immanivong, 43

2017

Chef and Owner of Red Stix

✔

W. Michael Murphy, 75

2018

Head of Lodging at First Fidelity Mortgage Corporation

✔

American Hotel Income Properties REIT LP

Brian Wheeler, 52 (L)

2014

Chief Technology Officer at Nieman Printing; Principal at Evolution

✔

(C)

✔

Reflects current committee membership of current directors standing for re-election only and is not intended to imply any future committee membership after the election of our directors at the Annual Meeting. The Board, in consultation with the Nominating and Corporate Governance Committee, will determine the appropriate committee membership for the forthcoming year after the completion of the Annual Meeting.

A: Audit Committee

NCG: Nominating and Corporate Governance Committee

CC: Compensation Committee

(L): Lead Director

(F): Audit Committee Financial Expert

(C): Chair


	2			2021 Proxy Statement

TABLE OF CONTENTS

Summary of Director Diversity and Experience

The Board embodies a broad and diverse set of experiences, qualifications, attributes and skills. Below is a brief summary of some of the attributes, skills and experiences of our director nominees. For a more complete description of each director nominee’s qualifications, please see their biographies.

Corporate Governance Highlights

We are committed to the values of effective corporate governance and high ethical standards. Our Board believes that these values are conducive to the strong performance of the Company and creating long term stockholder value. Our governance framework gives our independent directors the structure necessary to provide oversight, direction, advice and counsel to the management of the Company. This framework is described in more detail in our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, which can be found on our website at www.ashfordinc.com by clicking the “INVESTORS” tab, then the “CORPORATE GOVERNANCE” tab and then the “GOVERNANCE DOCUMENTS” link. The information contained on our website is expressly not incorporated by reference into this proxy statement.

Set forth below is a summary of our corporate governance framework.

	Board Independence
	•			All directors, except Mr. Monty J. Bennett, our Chief Executive Officer and Chairman, are independent

Board Committees
•	We have three standing Board committees:
	•	Audit Committee

SEC Form DEF 14A filed by Ashford Inc.