Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-02

Ashford Hospitality Trust Inc. (AHT)

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.

$5,022,605
Stephen Zsigray total, FY2025
50th
CEO pay percentile vs peers
CEO-to-median pay ratio
20.41%
Say-on-pay support, latest vote
Companies that benchmark against AHT
1 company names AHT as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Stephen Zsigray$0$4,250,000$0$0$0$772,605$5,022,605
President and Chief Executive Officer
Deric Eubanks0000001,449,2791,449,279
Former Chief Financial Officer
Alex Rose0000001,056,7831,056,783
Former Executive Vice President, General Counsel and Secretary
Justin Coe000000100,584100,584
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Stephen Zsigray$5,022,605$858,748+4,163,857
Deric Eubanks1,449,279898,2941,259,912+550,985
Alex Rose1,056,783587,018860,968+469,765
Justin Coe100,584

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

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.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Stephen ZsigrayDirector2026-07-01D6,677$3$21,633CommonForm 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.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Stephen ZsigrayRSU33,934$144,559
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantGressle & McGinley
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-12463,6231,807,51536,69320.41%Failed
20252025-05-131,664,100878,416188,51565.45%Passed
20242024-05-147,638,4395,718,303188,95857.19%Passed
20232023-05-0910,593,9961,699,00558,14986.18%Passed
20222022-05-106,734,3921,445,031846,73482.33%Passed
20212021-05-1214,336,7225,010,872166,00774.1%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1220.41%a
20252025-05-1365.45%b
20242024-05-1457.19%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.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation$5,022,605
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Monty J. BennettNot independent · Board Chair$0$0$3,563,822$3,563,822
Amish GuptaIndependent · Lead Independent Director · Related Party Transactions (Chair)127,83400127,834
Kamal JafarniaIndependent · Compensation (Chair) · Departed during FY120,00000120,000
Sheri L. PantermuehlIndependent · Audit (Chair) · Related Party Transactions112,83400112,834
Davinder Sonny SraIndependent · Compensation · Departed during FY109,91700109,917
Frederick J. KleisnerIndependent · Nominating/Governance (Chair) · Audit104,91700104,917
David W. JohnsonIndependent · Audit · Compensation102,83300102,833
Stephen ZsigrayEmployee director · Partial-year service0000
09

Board fee structure and ownership guideline

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 guideline3x annual retainer
09b

Total cost of the board

ComponentFY2025
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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Ashford Hospitality Trust Inc.2025Stephen 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Stephen ZsigrayDEF 14A2026-03-310001232582-26-000085Section “Summary Compensation Table” · page 27. As printed: 5,022,605. Filing ↗machine: t44 · r2 · c10 · span 1012701–1012710
2Section 01, Deric EubanksDEF 14A2026-03-310001232582-26-000085Section “Summary Compensation Table” · page 27. As printed: 1,449,279. Filing ↗machine: t44 · r4 · c8 · span 1020162–1020171
3Section 01, Alex RoseDEF 14A2026-03-310001232582-26-000085Section “Summary Compensation Table” · page 27. As printed: 1,056,783. Filing ↗machine: t44 · r6 · c8 · span 1028392–1028401
4Section 01, Justin CoeDEF 14A2026-03-310001232582-26-000085Section “Summary Compensation Table” · page 27. As printed: 100,584. Filing ↗machine: t44 · r8 · c8 · span 1036599–1036606
5Section 07, pay ratioDEF 14A2026-03-310001232582-26-000085Section “CEO Pay Ratio”. As printed: —. Filing ↗
6Section 08, Monty J. BennettDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 3,563,822. Filing ↗machine: t36 · r2 · c6 · span 728130–728139
7Section 08, Amish GuptaDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 127,834. Filing ↗machine: t36 · r3 · c2 · span 730484–730491
8Section 08, Kamal JafarniaDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 120,000. Filing ↗machine: t36 · r8 · c2 · span 748394–748401
9Section 08, Sheri L. PantermuehlDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 112,834. Filing ↗machine: t36 · r6 · c2 · span 740982–740989
10Section 08, Davinder Sonny SraDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 109,917. Filing ↗machine: t36 · r7 · c2 · span 744622–744629
11Section 08, Frederick J. KleisnerDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 104,917. Filing ↗machine: t36 · r5 · c2 · span 737455–737462
12Section 08, David W. JohnsonDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 102,833. Filing ↗machine: t36 · r4 · c2 · span 734001–734008
13Section 08, Stephen ZsigrayDEF 14A2026-03-310001232582-26-000085Section “Director Compensation”. As printed: 0. Filing ↗
14Section 02, Stephen Zsigray 2026-07-01Form 42026-07-020001104659-26-080351Insider equity transaction reported since the proxy statement. Filing ↗
15Section 06, 2026 voteForm 8-K2026-05-150001232582-26-000122Item 5.07 · say-on-pay result. As reported: 20.41% (votes for as printed: 463,623). Filing ↗
16Section 06, 2025 voteForm 8-K2025-05-150001232582-25-000098Item 5.07 · say-on-pay result. As reported: 65.45% (votes for as printed: 1,664,100). Filing ↗
17Section 06, 2024 voteForm 8-K2024-05-150001232582-24-000072Item 5.07 · say-on-pay result. As reported: 57.19% (votes for as printed: 7,638,439). Filing ↗
18Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
19Section 09b board cost (computed)ComputedcomputedCash 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
20Ashford Hospitality Trust Inc. (subject), Section 10b CEO totalDEF 14A2026-03-310001232582-26-000085CEO 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