Ashford Hospitality Trust Inc · NYSE:AHT
Ashford Hospitality Trust — Proxy Contest (May 2024)
28 slides from Ashford Hospitality Trust's proxy contest presentation, May 2, 2024
Slide 1: Monty Must Go - Ashford Hospitality Trust, Inc.
PRESENTED BY BLACKWELLS CAPITAL MONTY MUST GO Ashford Hospitality Trust, Inc. (NYSE:AHT) MAY 2024
Slide 2: Disclaimer
DISCLAIMER 2 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: Table of Contents
Executive Summary I Mongomery Bennett’s Underperformance II Mongomery Bennett’s Governance Failings III How To Vote IV 3 TABLE OF CONTENTS
Slide 4: _______ees
_______ees =. aia AL (|
Slide 5: Ashford Hospitality (We Don't) Trust
$288 $489 $440 $390 $338 2014 2015 2016 2017 2021 2022 2023 ASHFORD HOSPITALITY (WE DON’T) TRUST Ashford Inc. (The External Advisor) Continues To Profit Handsomely 1 AHT Has Lost More Than 99% Of Its Value…. 2 2018 2019 2020 Board Ownership 4 3 9.3x 7.9x 7.3x 5.0x 4.9x 4.7x 4.0x 2.2x 1.9x Peer Avera
Slide 6: Mr. Mongomery Bennett's 'Leadership'
MR. MONGOMERY BENNETT’S ‘LEADERSHIP’ 6 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 (351.9%) 252.0% (99.9%) 21.2 Chairman of the Board Monty Bennett (276.8%) 176.9% (99.9%) 9.9 Lead Director Amish Gup
Slide 7: Who Is Monty Bennett?
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. Note data has been split adjusted by Capital IQ. (1) Calcul
Slide 8: Mr. Bennett Wears Many Hats
MR. BENNETT WEARS MANY HATS Chairman CEO Advisor and Property Manager Chairman Former CEO Chairman Former CEO Former CEO Remington is the hotel manager of four of BHR’s assets Publisher Mr. Bennett is over - boarded – he serves on three boards of publicly traded companies and is the CEO of Ashford I
Slide 9: Mr. Bennett in the News
MR. BENNETT IN THE NEWS (1) (2) (3) (4) (5) (6) Source: (1) https://therealdeal.com/texas/dallas/2024/04/12/monty - bennett - sued - 9 for - misuse - of - his - media - outlet/. (2) https:/ /www.dmagazine.com/frontburner/2022/08/monty - bennett - loses in - - court - faces possible - - sanctions/. (
Slide 10: Mr. Bennett Has a Lot of Time on His Hands
MR. BENNETT HAS A LOT OF TIME ON HIS HANDS “I can want a cemetery, and I can put it in the path,” Bennett told D Magazine in 2016 when discussing the burial plot, which contained the remains of a World War II veteran (1) Source: (1) https://therealdeal.com/magazine/national - may - 2023/monty - benn
Slide 11: Mr. Bennett Appears to Be Delusional
MR. BENNETT APPEARS TO BE DELUSIONAL 11 REALITY CLAIMS (1) The three public companies Mr. Bennett is the chairman of have severely underperformed. All time - AINC stock is down (95%) , BHR stock is down ( 91%) , and AHT stock is down (99%) “As the CEO of Ashford, Bennett embodies a relentless commit
Slide 12: Monty Bennett or Monty Burns?
MONTY BENNETT OR MONTY BURNS? 12
Slide 13: Underperformance
UNDERPERFORMANCE 13
Slide 14: What a Mess
WHAT A MESS Significant conflicts of interest exist between AHT’s Board and the external manager Ashford Inc. is a public company that Mr. Bennett’s daddy, Archibald Bennett Jr., holds a controlling interest in Self - dealing & Conflicts of Interest The current management contract is a form of econo
Slide 15: Is This a Joke?
- 100 200 300 400 - 250 500 750 1,000 Dec - 2014 Dec - 2015 Dec - 2016 Dec - 2019 Dec - 2020 Dec - 2021 Dec - 2022 Dec - 2023 Dec - 2017 Dec - 2018 AHT Adj. Share Price Cumulative Fees IS THIS A JOKE? (99%) Ashford Hospitality Trust Adj. Share Price (3) 1,250 Source: Company filings. Capital IQ. Not
Slide 16: Mind-Boggling Underperformance
MIND - BOGGLING UNDERPERFORMANCE 10 Year Total Shareholder Return (2) 5 Year Total Shareholder Return 3 Year Total Shareholder Return 1 Year Total Shareholder Return 2.8% 9.7% 19.6% 18.6% 18.4% 25.8% 33.1% 69.5% (40.0%) (20.0%) - 20.0% 40.0% 60.0% 80.0% PK HST XHR RLJ DRH SHO PEB INN AHT (49.4%) (60
Slide 17: AHT's Operating Load Is Ridiculous
Ashford Hospitality Trust’s operating load is >40x the peer average AHT’S OPERATING LOAD IS RIDICULOUS Operating Load (1) as % of Market Cap by Hotel REIT Peers (2) Peer Average 5.0% 2.1% 17 2.6% 4.4% 4.6% 4.6% 5.1% 7.2% 9.1% 212.8% SHO HST PEB DRH XHR PK INN RLJ AHT Source: Capital IQ and JP Morgan
Slide 18: Why All the Debt?
WHY ALL THE DEBT? AHT pays a company that Monty owns fees as debt is added to AHT Should Monty pay those fees back to AHT shareholders? 1.9x 2.2x 4.0x 4.7x 4.9x 5.0x 7.3x 7.9x 9.3x HST SHO DRH RLJ XHR PK INN PEB AHT Peer Average 4.7x 18 Net Debt/LTM EBITDA Source: Company filings. Note: Peers are pe
Slide 19: Governance
GOVERNANCE 19
Slide 20: Governance Failings Abound
GOVERNANCE FAILINGS ABOUND Source: ISS, Capital IQ and Company filings. 20 ▪ Directors have prior or current relationships with one another that impair effective oversight ▪ The CEO, CFO and General Counsel all work for Ashford Inc., the advisor to AHT Lack of Board Independence ▪ Conflicts of Inter
Slide 21: AHT's Governance Is Among the Worst in America
AHT’S GOVERNANCE IS AMONG THE WORST IN AMERICA ISS recommended AGAINST for SEVEN AHT directors at the 2024 Annual Meeting Proxy Advisory firm ISS agrees (1) Quality Score 10 = Highest Possible Risk Source: ISS and Glass Lewis 2023 Reports. Note: (1) Institutional Shareholder Services, Inc. ("ISS").
Slide 22: AHT Director Concerns - 2024 ISS Report
AHT DIRECTOR CONCERNS - 2024 ISS REPORT Source: ISS 2024 Report. VOTE RECOMMENDATION A vote AGAINST incumbent director nominees Monty Bennett, Amish Gupta, Frederick J. Kleisner, Sheri Pantermuehl, Kamal Jafarnia, Alan L. Tallis and J. Robinson Hays is warranted given the board's failure to adequate
Slide 23: Conflicts of Interest
CONFLICTS OF INTEREST [O]ur managers or their affiliates may manage, and in some cases may own, invest in or provide credit support or operating guarantees, to hotels that compete with hotel properties that we own or acquire, which may result in conflicts of interest and decisions regarding the oper
Slide 24: Mongomery Bennett's Web
MONGOMERY BENNETT’S WEB J. Robinson Hays, III Senior Managing Director Ashford Inc. Monty Bennett CEO & Chairman Ashford Inc. The parent company of the Advisor and Property Manager of BHR and AHT AHT Management Deric Eubanks CFO Ashford Inc. Alex Rose General Counsel Ashford Inc. Source: Capital IQ
Slide 25: Unsurprisingly, AHT's Board Lacks Alignment
Kamal Jafarnia 23,987 shares 0.06% Frederick Kleisner 23,462 shares 0.06% UNSURPRISINGLY, AHT’S BOARD LACKS ALIGNMENT With near zero ownership levels, we question the Board’s commitment to the best interests of AHT’s shareholders A H T ’ S B O A R D O F D I R E C T O R S Source: AHT’s 2024 Proxy Fil
Slide 26: Refresh AHT Now
REFRESH AHT NOW 26 In the 2023 and 2024 election cycles, ISS has recommended AGAINST 7 and 8 incumbent directors, respectively Recommendation Director AGAINST Monty Bennett Chairman AGAINST Amish Gupta Independent Director AGAINST Kamal Jafarnia Independent Director AGAINST Frederick Kleisner Indepe
Slide 27: How to Vote
HOW TO VOTE 27
Slide 28: Voting Information
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 Trust’s