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Equity and Equity-Based Compensation | 9 Months Ended
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Sep. 30, 2022
Equity [Abstract] |
Equity and Equity-Based Compensation | Equity and Equity-Based CompensationCommon Stock Dividends—The board of directors did not declare a quarterly common stock dividend in 2022 or 2021. Restricted Stock—We incur stock-based compensation expense in connection with restricted stock awarded to certain employees of Ashford LLC and its affiliates. We also issue common stock to certain of our independent directors, which vests immediately upon issuanc e. In May 2022, approximately 16,000 shares of common stock were issued to independent directors with a fair value of approximately $90,000, which vested immediately upon grant and have been expensed during the nine months ended September 30, 2022. Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of performance stock units (“PSUs”), which have a cliff vesting period of three years, to certain executive officers and directors from time to time. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if, when and to the extent the applicable vesting criteria have been achieved following the end of the performance and service period. With respect to the 2020 award agreements, the number of PSUs actually earned may range from 0% to 200% of target based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature. The corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition. With respect to the 2021 and 2022 award agreements, the criteria for the PSUs are based on performance conditions and market conditions under the relevant literature. The corresponding compensation cost is recognized, based on the grant date fair value of the award, ratably over the service period for the award as the service is rendered, which may vary from period to period, as the number of PSUs earned may vary based on the estimated probable achievement of certain performance targets (performance conditions). The number of PSUs to be earned based on the applicable performance conditions is determined upon the final vesting date. The initial calculation of PSUs earned can range from 0% to 200% of target, which is further subjected to a specified absolute total stockholder return modifier (market condition) based on the formulas determined by the Company’s compensation committee on the grant date. This will result in an adjustment (75% to 125%) of the initial calculation for the number of PSUs earned based on the applicable performance targets resulting in a final award calculation ranging from 0% to 250% of the target amount.In March 2022, 34,000 PSUs with a fair value of $344,000 and a vesting period of three years were granted. The 2022 awards may be settled in cash or shares of common stock of the Company solely at the option of the Company. During the second quarter, the Company’s stockholders approved an increase to the incentive stock plan, which is sufficient to cover the expected settlements. The 2022 awards, which were originally classified as liability awards, are now classified as equity awards, which resulted in a remeasurement of the award at a new fair value of $194,000. Common Stock Resale Agreement—On September 9, 2021, the Company and M3A LP (“M3A”) entered into a purchase agreement (the “M3A Purchase Agreement”) pursuant to which the Company may issue or sell to M3A up to 6.0 million shares of the Company’s common stock from time to time during the term of the M3A Purchase Agreement. As of September 30, 2022, the Company had issued 900,000 shares. The Company did not issue any shares during the three and nine months ended September 30, 2022 and 2021. At-the-Market-Equity Distribution Agreement—On April 11, 2022, the Company entered into an equity distribution agreement (the “Virtu Equity Distribution Agreement”) with Virtu Americas LLC (“Virtu”), to sell from time to time shares of the Company’s common stock having an aggregate offering price of up to $100 million. We will pay Virtu a commission of approximately 1% of the gross sales price of the shares of our common stock sold. The Company may also sell some or all of the shares of our common stock to Virtu as principal for its own account at a price agreed upon at the time of sale. As of November 3, 2022, the Company has not issued any common stock pursuant to the Virtu Equity Distribution Agreement. Preferred Dividends—The board of directors declared quarterly dividends per share as presented below:
| Three Months Ended September 30, |
| 2022 |  | 2021 |
8.45% Series D Cumulative Preferred Stock | $ | 0.5281 |  |  | $ | — |  |
7.375% Series F Cumulative Preferred Stock | 0.4609 |  |  | — |  |
7.375% Series G Cumulative Preferred Stock | 0.4609 |  |  | — |  |
7.50% Series H Cumulative Preferred Stock | 0.4688 |  |  | — |  |
7.50% Series I Cumulative Preferred Stock | 0.4688 |  |  | — |  |
From December 8, 2020 through December 31, 2021, Ashford Trust entered into privately negotiated exchange agreements with certain holders of its 8.45% Series D Cumulative Preferred Stock, 7.375% Series F Cumulative Preferred Stock, 7.375% Series G Cumulative Preferred Stock, 7.50% Series H Cumulative Preferred Stock and 7.50% Series I Cumulative Preferred Stock in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). The table below summarizes the activity (in thousands):
|  |  | Three Months Ended September 30, 2021 |  | Nine Months Ended September 30, 2021
|  |  |  |  |  |  |  |  | Preferred Shares Tendered |  | Common Shares Initially Issued |  | Common Shares Issued (1) |  | Preferred Shares Tendered |  | Common Shares Initially Issued |  | Common Shares Issued (1)
8.45% Series D Cumulative Preferred Stock |  |  |  |  |  |  |  |  | 45 |  |  | 82 |  |  | 81 |  |  | 520 |  |  | 3,992 |  |  | 471 |
7.375% Series F Cumulative Preferred Stock |  |  |  |  |  |  |  |  | 92 |  |  | 162 |  |  | 162 |  |  | 1,512 |  |  | 10,943 |  |  | 1,240 |
7.375% Series G Cumulative Preferred Stock |  |  |  |  |  |  |  |  | 189 |  |  | 335 |  |  | 335 |  |  | 2,702 |  |  | 21,009 |  |  | 2,402 |
7.50% Series H Cumulative Preferred Stock |  |  |  |  |  |  |  |  | 105 |  |  | 436 |  |  | 177 |  |  | 1,316 |  |  | 9,945 |  |  | 1,129 |
7.50% Series I Cumulative Preferred Stock |  |  |  |  |  |  |  |  | 120 |  |  | 328 |  |  | 186 |  |  | 2,119 |  |  | 14,698 |  |  | 1,623 |
|  |  |  |  |  |  |  |  | 551 |  |  | 1,343 |  |  | 941 |  |  | 8,169 |  |  | 60,587 |  |  | 6,865 |
____________________________________ (1) Reflects the number of shares issued after the adjustment for the reverse stock split. Stock Repurchases—On April 6, 2022 the board of directors approved a stock repurchase program pursuant to which the board of directors granted a repurchase authorization to acquire shares of the Company’s common stock and preferred stock having an aggregate value of up to $200 million. The board of directors’ authorization replaced the previous repurchase authorization that the board of directors’ authorized in December 2017. No shares of our common stock or preferred stock were repurchased during the three and nine months ended September 30, 2022 and 2021, respectively.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI https://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 + Details
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