Form 4: Braemar Hotels & Resorts CFO Deric S. Eubanks Reports Changes in Beneficial Ownership

Deric S. Eubanks, CFO and Treasurer of Braemar Hotels & Resorts Inc., reports changes in beneficial ownership due to forfeiture of shares for tax-withholding obligations and holdings of performance-based LTIP units and stock units.

Summary

• On March 15, 2024, Deric S. Eubanks, CFO and Treasurer of Braemar Hotels & Resorts Inc., reported changes in beneficial ownership.
• 14,657 shares of common stock were forfeited to the issuer to satisfy tax-withholding obligations arising from the vesting of restricted stock.
• The forfeiture price was $1.93 per share, based on the closing price on March 14, 2024.
• Eubanks directly owns 289,999 shares of common stock and indirectly owns 533 shares through a spouse's IRA.
• He also holds performance-based LTIP units (2022) representing a maximum of 201,930 underlying common stock shares, vesting on December 31, 2024, contingent on performance.
• Additionally, Eubanks holds performance stock units (2023) representing a target of 88,747 common stock shares, vesting on December 31, 2025, also contingent on performance.
• The actual number of shares vesting from both LTIP units and stock units can range from 0% to 200% of the target, based on relative and total stockholder returns.

Sentiment

Score: 5

Explanation: This is a routine filing related to executive compensation and tax obligations. It doesn't indicate any significant positive or negative developments for the company.

Negatives

• The forfeiture of 14,657 shares to cover tax obligations represents a reduction in Eubanks' direct holdings.

Risks

• The vesting of performance LTIP units and stock units is contingent on achieving specific relative and total stockholder returns, which may not be met.
• The actual number of shares vesting from the performance stock units and LTIP units can range from 0% to 200% of the target, based on performance, creating uncertainty.

Future Outlook

The future number of shares vesting from the performance LTIP units and stock units depends on the company's performance relative to its peers and total stockholder returns.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. This filing indicates activity related to compensation and tax obligations.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies to align management's interests with those of shareholders.
• The vesting criteria based on relative and total stockholder returns are typical metrics used in the hospitality industry to incentivize long-term value creation.
• Companies like Host Hotels & Resorts and Park Hotels & Resorts also utilize similar performance-based equity compensation plans for their executives.

Stakeholder Impact

• The forfeiture of shares has a minor dilutive effect on existing shareholders.
• The performance-based equity awards incentivize management to improve the company's performance and create value for shareholders.

Key Dates