Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses AHT in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named AHT in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Stephen Zsigray | $0 | $4,250,000 | $0 | $0 | — | $0 | $772,605 | $5,022,605 |
| President and Chief Executive Officer | ||||||||
| Deric Eubanks | 0 | 0 | 0 | 0 | 0 | 0 | 1,449,279 | 1,449,279 |
| Former Chief Financial Officer | ||||||||
| Alex Rose | 0 | 0 | 0 | 0 | 0 | 0 | 1,056,783 | 1,056,783 |
| Former Executive Vice President, General Counsel and Secretary | ||||||||
| Justin Coe | 0 | 0 | 0 | 0 | 0 | 0 | 100,584 | 100,584 |
| Chief Accounting Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Stephen Zsigray | $5,022,605 | $858,748 | — | +4,163,857 |
| Deric Eubanks | 1,449,279 | 898,294 | 1,259,912 | +550,985 |
| Alex Rose | 1,056,783 | 587,018 | 860,968 | +469,765 |
| Justin Coe | 100,584 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Stephen Zsigray | Director | 2026-07-01 | D | 6,677 | $3 | $21,633 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Stephen Zsigray | RSU | 33,934 | — | $144,559 |
The objectives of our equity compensation program are to: (i) motivate our executive officers to achieve the Company's business and strategic objectives; (ii) align the interests of key leadership with the long-term interests of the Company's stockholders; and (iii) provide rewards and incentives, without excessive risk taking, in order to attract, retain and motivate our executive officers to perform in the best interests of the Company and its stockholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Gressle & McGinley |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-12 | 463,623 | 1,807,515 | 36,693 | 20.41% | Failed |
| 2025 | 2025-05-13 | 1,664,100 | 878,416 | 188,515 | 65.45% | Passed |
| 2024 | 2024-05-14 | 7,638,439 | 5,718,303 | 188,958 | 57.19% | Passed |
| 2023 | 2023-05-09 | 10,593,996 | 1,699,005 | 58,149 | 86.18% | Passed |
| 2022 | 2022-05-10 | 6,734,392 | 1,445,031 | 846,734 | 82.33% | Passed |
| 2021 | 2021-05-12 | 14,336,722 | 5,010,872 | 166,007 | 74.1% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-12 | 20.41%a |
| 2025 | 2025-05-13 | 65.45%b |
| 2024 | 2024-05-14 | 57.19%c |
a. Approved under the standard stated in the filing — “Under the terms of our bylaws, in uncontested elections of directors of our Company, a nominee is elected as a director by the affirmative vote of a majority of the votes cast in the election for that nominee (with abstentions and broker non-votes not counted as a vote cast either for or against that director's election) at the meeting of stockholders at which such election occurs.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes, if any, will not be included in the vote totals, and will not be considered "votes cast," and accordingly will have no effect on the outcome of, Proposals 1 through 4.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes, if any, will not be included in the vote totals, and will not be considered "votes cast," and accordingly will have no effect on the outcome of, Proposals 1 through 3.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | $5,022,605 |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Monty J. BennettNot independent · Board Chair | — | $0 | — | $0 | $3,563,822 | $3,563,822 |
| Amish GuptaIndependent · Lead Independent Director · Related Party Transactions (Chair) | 127,834 | 0 | — | 0 | — | 127,834 |
| Kamal JafarniaIndependent · Compensation (Chair) · Departed during FY | 120,000 | 0 | — | 0 | — | 120,000 |
| Sheri L. PantermuehlIndependent · Audit (Chair) · Related Party Transactions | 112,834 | 0 | — | 0 | — | 112,834 |
| Davinder Sonny SraIndependent · Compensation · Departed during FY | 109,917 | 0 | — | 0 | — | 109,917 |
| Frederick J. KleisnerIndependent · Nominating/Governance (Chair) · Audit | 104,917 | 0 | — | 0 | — | 104,917 |
| David W. JohnsonIndependent · Audit · Compensation | 102,833 | 0 | — | 0 | — | 102,833 |
| Stephen ZsigrayEmployee director · Partial-year service | 0 | 0 | — | — | 0 | 0 |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $1,500 |
| Committee chair fees (audit / comp / nom-gov) | 12,500 / 7,500 / 7,500 |
| Stock ownership guideline | 3x annual retainer |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $678,335 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $3,563,822 |
| Total cost of the board | $4,242,157 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Ashford Hospitality Trust Inc. | 2025 | Stephen Zsigray | $0 | $0 | $0 | — | $5,022,605 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Stephen Zsigray | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Summary Compensation Table” · page 27. As printed: 5,022,605. Filing ↗machine: t44 · r2 · c10 · span 1012701–1012710 |
| 2 | Section 01, Deric Eubanks | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Summary Compensation Table” · page 27. As printed: 1,449,279. Filing ↗machine: t44 · r4 · c8 · span 1020162–1020171 |
| 3 | Section 01, Alex Rose | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Summary Compensation Table” · page 27. As printed: 1,056,783. Filing ↗machine: t44 · r6 · c8 · span 1028392–1028401 |
| 4 | Section 01, Justin Coe | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Summary Compensation Table” · page 27. As printed: 100,584. Filing ↗machine: t44 · r8 · c8 · span 1036599–1036606 |
| 5 | Section 07, pay ratio | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Monty J. Bennett | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 3,563,822. Filing ↗machine: t36 · r2 · c6 · span 728130–728139 |
| 7 | Section 08, Amish Gupta | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 127,834. Filing ↗machine: t36 · r3 · c2 · span 730484–730491 |
| 8 | Section 08, Kamal Jafarnia | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 120,000. Filing ↗machine: t36 · r8 · c2 · span 748394–748401 |
| 9 | Section 08, Sheri L. Pantermuehl | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 112,834. Filing ↗machine: t36 · r6 · c2 · span 740982–740989 |
| 10 | Section 08, Davinder Sonny Sra | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 109,917. Filing ↗machine: t36 · r7 · c2 · span 744622–744629 |
| 11 | Section 08, Frederick J. Kleisner | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 104,917. Filing ↗machine: t36 · r5 · c2 · span 737455–737462 |
| 12 | Section 08, David W. Johnson | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 102,833. Filing ↗machine: t36 · r4 · c2 · span 734001–734008 |
| 13 | Section 08, Stephen Zsigray | DEF 14A | 2026-03-31 | 0001232582-26-000085 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 02, Stephen Zsigray 2026-07-01 | Form 4 | 2026-07-02 | 0001104659-26-080351 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 15 | Section 06, 2026 vote | Form 8-K | 2026-05-15 | 0001232582-26-000122 | Item 5.07 · say-on-pay result. As reported: 20.41% (votes for as printed: 463,623). Filing ↗ |
| 16 | Section 06, 2025 vote | Form 8-K | 2025-05-15 | 0001232582-25-000098 | Item 5.07 · say-on-pay result. As reported: 65.45% (votes for as printed: 1,664,100). Filing ↗ |
| 17 | Section 06, 2024 vote | Form 8-K | 2024-05-15 | 0001232582-24-000072 | Item 5.07 · say-on-pay result. As reported: 57.19% (votes for as printed: 7,638,439). Filing ↗ |
| 18 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 19 | Section 09b board cost (computed) | Computed | — | computed | Cash 678,335 + equity 0 + all other 3,563,822 = 4,242,157, summed across the director compensation table rows.machine: formula: Σ = 4,242,157 |
| 20 | Ashford Hospitality Trust Inc. (subject), Section 10b CEO total | DEF 14A | 2026-03-31 | 0001232582-26-000085 | CEO total compensation as printed in Ashford Hospitality Trust Inc.'s own proxy. As printed: 5,022,605. Filing ↗machine: t44 · r2 · c10 · span 1012701–1012710 |