Stock-Based Compensation

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Under the 2013 Equity Incentive Plan, we are authorized to grant 2.1 million restricted stock units or performance stock units of our common stock as incentive stock awards. At December 31, 2016, 159,000 shares were available for future issuance under the 2013 Equity Incentive Plan.

Restricted Stock Units—Stock-based compensation expense of $597,000, $343,000 and $216,000 was recognized for the years ended December 31, 2016, 2015 and 2014, respectively, in connection with restricted stock units awarded to employees of Ashford LLC and is included in “advisory services fee” on our consolidated statements of operations. Expense of $71,000, $0 and $0 was recognized for the years ended December 31, 2016, 2015 and 2014, respectively, in connection with restricted shares granted to certain employees of Remington Lodging, and is recorded as a component of “management fees” on our consolidated statements of operations. Additionally, $227,000, $153,000 and $197,000 of stock-based compensation expense was recognized for the years ended December 31, 2016, 2015 and 2014, respectively, in connection with common stock issued to our independent directors, which vested immediately, and is included in “corporate general and administrative” expense on our consolidated statements of operations. At December 31, 2016, the outstanding restricted shares had a fair value of $4.9 million. At December 31, 2016, the unamortized cost of the unvested shares of restricted stock was $3.9 million, which will be amortized over a period of 4.8 years, subject to future mark to market adjustments, and have vesting dates between February 2017 and November 2021.

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



	Year Ended December 31,
	2016				2015				2014
	Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant
Outstanding at beginning of year	140		$	16.01	94		$	18.11	84		$	21.35
Restricted shares granted	309		12.34		45		16.50		64		15.45
Restricted shares issued in connection with Ashford Trust’s distribution	—		—		60		14.90		—		—
Restricted shares vested	(84	)	15.98		(57	)	18.66		(53	)	19.91
Restricted shares forfeited	(5	)	13.82		(2	)	17.50		(1	)	21.35
Outstanding at end of year	360		$	12.90	140		$	16.01	94		$	18.11

Performance Stock Units— The compensation committee of the board of directors of the Company approve grants of PSUs to certain executive officers 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 and when the applicable vesting criteria have been achieved following the end of the performance and service period of three years from the issuance date. The target number of PSUs may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return based on the formula 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, and the PSUs were granted to non-employees. At December 31, 2016, the outstanding PSUs had a fair value of $5.6 million. For the year ended December 31, 2016 and 2015, $813,000 and $1.9 million of compensation expense was recognized and is included in “advisory services fee” on our consolidated statements of operations. As of December 31, 2016, we had unamortized compensation expense of $3.9 million related to PSUs which is expected to be recognized over a period of 2.0 years, subject to future mark to market adjustments.

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



	Year Ended December 31,
	2016			2015
	PSUs	Weighted Average Price at Grant		PSUs	Weighted Average Price at Grant
Outstanding at beginning of year	155	$	18.40	—	$	—
PSUs granted	262	12.67		155	18.40
PSUs vested	—	—		—	—
PSUs forfeited	—	—		—	—
Outstanding at end of year	417	$	14.80	155	$	18.40