Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based CompensationUnder the 2021 Stock Incentive Plan approved by stockholders, we are authorized to grant approximately 1.2 million shares of restricted stock and performance stock units as incentive stock awards. At December 31, 2022, approximately 86,000 shares were available for future issuance under the 2021 Stock Incentive Plan.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 issuance.At December 31, 2022, the unamortized cost of the unvested restricted stock was $1.8 million which will be amortized over a period of 1.2 years with a weighted average period of 1.1 years.

The following table summarizes the stock-based compensation expense (in thousands):


	Year Ended December 31,
Line Item	2022		2021		2020
Advisory services fee	$	2,509	$	3,716	$	3,897
Management fees	56		199		594
Corporate, general and administrative	163		151		298
Corporate, general and administrative - independent directors	90		186		147
	$	2,818	$	4,252	$	4,936

A summary of our restricted stock activity is as follows (shares in thousands):


	Year Ended December 31,
	2022			2021			2020
	Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant
Outstanding at beginning of year	231	$	30.76	17	$	306.10	21	$	586.00
Restricted stock granted	19	5.59		251	25.38		17	115.50
Restricted stock vested	(125)	36.70		(33)	126.09		(16)	462.50
Restricted stock forfeited	(4)	31.88		(4)	76.73		(5)	348.90
Outstanding at end of year	121	$	20.63	231	$	30.76	17	$	306.10

The fair value of restricted stock vested during the years ended December 31, 2022, 2021 and 2020 was $1.2 million, $926,000 and $2.0 million, respectively.

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 could have ranged 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 was 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. During the year ended December 31, 2022, approximately 4,000 PSUs granted in 2020 were canceled due to the market condition criteria not being met.

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.

During the year ended December 31, 2021, approximately 8,000 PSUs granted in 2018 and 2019 were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $349,000.During the year ended December 31, 2020, 3,000 PSUs were canceled due to the market condition criteria not being met. As a result there was a claw back of the previously declared dividends in the amount of $378,000. 7,000 PSUs were forfeited as a result of the separation of an executive officer from the Company. The forfeiture resulted in a credit to equity based compensation expense of approximately $1.9 million for the year ended December 31, 2020, which is included in “advisory services fees” on our consolidated statement of operations. Additionally, as a result of the forfeiture there was a claw back of the previously declared dividends in the amount of $228,000 for the year ended December 31, 2020.

The following table summarizes the compensation expense (in thousands):


	Year Ended December 31,
Line Item	2022		2021		2020
Advisory services fee	$	1,008	$	3,177	$	958

The unamortized cost of PSUs, which was $1.3 million at December 31, 2022, will be expensed over a period of approximately 2.0 years with a weighted average period of 1.2 years.

A summary of our PSU activity is as follows (shares in thousands):


	Year Ended December 31,
	2022			2021			2020
	Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant		Units	Weighted Average Price at Grant
Outstanding at beginning of year	139	$	34.81	13	$	377.90	16	$	582.00
PSUs granted	34	12.09		134	29.70		7	80.00
PSUs vested	(33)	29.70		—	—		—	—
PSUs forfeited	—	—		—	—		(7)	458.30
PSUs canceled	(4)	80.00		(8)	627.36		(3)	585.00
Outstanding at end of year	136	$	29.04	139	$	34.81	13	$	377.90