Ashford Hospitality Trust Inc · NYSE:AHT
Ashford Hospitality Trust — Proxy Contest (May 2024)
13 slides from Ashford Hospitality Trust's proxy contest presentation, May 9, 2024
Slide 1: Meet the Shareholder Value Destroyers
PRESENTED BY BLACKWELLS CAPITAL MEET THE SHAREHOLDER VALUE DESTROYERS ASHFORD HOSPITALITY TRUST Ashford Hospitality Trust, Inc. (NYSE: AHT ) MAY 2024 MONTYMUSTGO.COM
Slide 2: Disclaimer
2 DISCLAIMER The views expressed in this presentation (the “Presentation”) represent the opinions of Blackwells Capital LLC and/or certain of its affiliates (“Blackwells”) and the investment funds it manages that hold shares in Ashford Hospitality Trust, Inc . (the “Company”, “Ashford Hospitality Tr
Slide 3: What Kind of Board Is This?
3 WHAT KIND OF BOARD IS THIS? Value Destruction Lack of Alignment Poor Corporate Governance Unfit Directors 1 3 2 4
Slide 4: Fees Up, Stock Down
- 100 200 300 400 500 - 250 500 750 1,000 1,250 Dec-2014 Dec-2015 Dec-2016 Dec-2017 Dec-2018 Dec-2019 Dec-2020 Dec-2021 Dec-2022 Dec-2023 AHT Adj. Share Price Cumulative Fees FEES UP, STOCK DOWN - 99% Fees to Ashford ($ millions) Ashford Hospitality Trust Adj. Share Price (3) Source: Company filings
Slide 5: Value Destruction
5 VALUE DESTRUCTION Stock Performance vs S&P 500 since start date S&P 500 Performance since start date AHT Performance since start date Years on AHT Board Role Name (348.4%) 248.6% (99.9%) 11.2 Chairman of the Board Monty Bennett (274.0%) 174.2% (99.9%) 9.9 Lead Director Amish Gupta (572.5%) 472.9%
Slide 6: Who Is Monty Bennett?
6 WHO IS MONTY BENNETT? Mr. Bennett took over his daddy's hotel business and here are the results: ▪ AHT – stock is down (99%) all time (1) ▪ BHR – stock is down (91%) all time (2) ▪ AINC – stock is down (95%) all time (3) Source: Capital IQ and The Wall Street Journal, August 3, 2020. Note data has
Slide 7: Power Without Participation
7 POWER WITHOUT PARTICIPATION With near zero ownership levels, we question the Board’s alignment with the best interests of AHT’s shareholders AHT’S BOARD OF DIRECTORS Amish Gupta 24,795 shares 0.06% J. Robison Hays 118,912 shares 0.30% Benjamin Ansell 78,829 shares 0.19% Kamal Jafarnia 23,987 share
Slide 8: Lack of Alignment
8 LACK OF ALIGNMENT Amish Gupta Serves on the Investment Committee for the Texas Strategic Growth Fund, a real estate opportunistic fund managed by Ashford Inc. J. Robison Hays, III Served as Chief Strategy Officer for Ashford Inc. , AHT and Braemar Hotels & Resorts and as Senior VP Corporate Financ
Slide 9: Corporate Governance Profile
9 CORPORATE GOVERNANCE PROFILE No Independent Chairman One Female Director Average Tenure ~ 8.49 years Comingled Executives with Ashford Inc. (1) Source: Company filings. (1) Ashford Inc. is the parent company of Ashford Hospitality Advisors LLC. The external advisor of AHT. WE BELIEVE THIS
Slide 10: It's Time for the AHT Directors to Resign
10 IT’S TIME FOR THE AHT DIRECTORS TO RESIGN Source: AHT’s Corporate Governance Guidelines; Company filings.
Slide 11: Making a Mockery
11 MAKING A MOCKERY In the 2024 and 2023 election cycles, leading proxy advisory firm, Institutional Shareholder Services, Inc., has recommended AGAINST 7 and 8 incumbent d irectors, respectively Recommendation Director AGAINST Monty Bennett Chairman AGAINST Amish Gupta Independent Director AGAINST
Slide 12: Unfit Directors
12 UNFIT DIRECTORS Alan L. Tallis Davinder “Sonny” Sra Sheri Pantermuehl Fredrick J. Kleisner David W. Johnson Kamal Jafarnia J. Robinson Hays, III Amish Gupta Monty Bennett Independence from Monty and Other Ashford Entities Positive AHT Total Shareholder Return During Tenure Public Company Experien
Slide 13: Voting Information
13 VOTING INFORMATION Ashford Hospitality Trust's 2024 Annual Meeting of Shareholders will be held on May 14, 2024 Please vote your proxy today on the GOLD proxy card “AGAINST” each of the Ashford Hospitality Trust’s nominees Blackwells recommends shareholders vote "AGAINST" Ashford Hospitality Trus