XML 40 R23.htm IDEA: XBRL DOCUMENT v3.8.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
Stock-Based Compensation
Under the 2013 Equity Incentive Plan, as amended, we are authorized to grant 3.3 million restricted stock units or performance stock units of our common stock as incentive stock awards. At December 31, 2017, 820,882 shares were available for future issuance under the 2013 Equity Incentive Plan.
Restricted Stock Units—Stock-based compensation expense of $916,000, $597,000 and $343,000 was recognized for the years ended December 31, 2017, 2016 and 2015, 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 $92,000, $71,000 and $0 was recognized for the years ended December 31, 2017, 2016 and 2015, 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, $201,000, $227,000 and $153,000 of stock-based compensation expense was recognized for the years ended December 31, 2017, 2016 and 2015, 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, 2017, the outstanding restricted shares had a fair value of $4.1 million. At December 31, 2017, the unamortized cost of the unvested shares of restricted stock was $3.3 million, which is expected to be recognized over a period of 3.8 years, subject to future mark to market adjustments, and have vesting dates between February 2018 and November 2021.
A summary of our restricted stock activity is as follows (shares in thousands):
 
Year Ended December 31,
 
2017
 
2016
 
2015
 
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
360

 
$
12.90

 
140

 
$
16.01

 
94

 
$
18.11

Restricted shares granted
198

 
10.78

 
309

 
12.34

 
45

 
16.50

Restricted shares issued in connection with Ashford Trust’s distribution

 

 

 

 
60

 
14.90

Restricted shares vested
(131
)
 
13.05

 
(84
)
 
15.98

 
(57
)
 
18.66

Restricted shares forfeited
(7
)
 
11.81

 
(5
)
 
13.82

 
(2
)
 
17.50

Outstanding at end of year
420

 
$
11.87

 
360

 
$
12.90

 
140

 
$
16.01


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, 2017, the outstanding PSUs had a fair value of $1.1 million. We recorded a credit to compensation expense of $1.4 million for the year ended December 31, 2017 due to the lower fair values of the PSUs. We recorded expense of $813,000 and $1.9 million, respectively, for the years ended December 31, 2016 and 2015. These are included in “advisory services fee” on our consolidated statements of operations. During the year ended December 31, 2017, 155,000 PSUs were forfeited due to the market condition criteria not being met. As of December 31, 2017, the unamortized cost of PSUs was $755,000, and 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,
 
2017
 
2016
 
2015
 
PSUs
 
Weighted Average Price at Grant
 
PSUs
 
Weighted Average Price at Grant
 
PSUs
 
Weighted Average Price at Grant
Outstanding at beginning of year
417

 
$
14.80

 
155

 
$
18.40

 

 
$

PSUs granted
119

 
10.42

 
262

 
12.67

 
155

 
18.40

PSUs vested

 

 

 

 

 

PSUs forfeited
(155
)
 
18.40

 

 

 

 

Outstanding at end of year
381

 
$
11.97

 
417

 
$
14.80

 
155

 
$
18.40