XML 39 R23.htm IDEA: XBRL DOCUMENT v3.20.4
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based CompensationUnder 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, 2020, approximately 748,000 shares were available for future issuance under the 2013 Equity Incentive Plan.
Restricted Stock Units—We incur stock-based compensation expense in connection with restricted stock units 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.
On May 22, 2020, September 28, 2020 and December 15, 2020, approximately 18,000, 9,000 and 5,000 shares of common stock, respectively, were issued to independent directors, with fair values of approximately $48,000, $23,000 and $22,000, respectively, which vested immediately upon grant and have been expensed during the year ended December 31, 2020. These grants represented a portion of the annual cash retainer for each independent director serving on the Company’s board of directors, resulting from the COVID-19 related modifications to our director compensation program discussed in note 12.
At December 31, 2020, the unamortized cost of unvested shares of restricted stock was $2.6 million, which is expected to be recognized over a period of 2.2 years with a weighted average period of 1.6 years.
The following table summarizes the stock-based compensation expense for restricted stock units (in thousands):
Year Ended December 31,
Line Item202020192018
Advisory services fee$2,672 $2,468 $2,277 
Management fees133 155 219 
Corporate general and administrative - Premier71 72 — 
Corporate general and administrative - independent directors130 208 243 
$3,006 $2,903 $2,739 
For the year ended December 31, 2018, approximately $640,000 of the compensation expense was related to the accelerated vesting of equity awards granted to one of our executive officers upon his death, in accordance with the terms of the awards.
A summary of our restricted stock activity is as follows (shares in thousands):
Year Ended December 31,
202020192018
Number of UnitsWeighted Average
Price at Grant		Number of UnitsWeighted Average
Price at Grant		Number of UnitsWeighted Average
Price at Grant
Outstanding at beginning of year497 $11.89 441 $10.91 420 $11.87 
Restricted shares granted359 4.13 261 12.68 257 9.90 
Restricted shares vested(310)9.81 (198)10.75 (229)11.54 
Restricted shares forfeited(10)7.25 (7)11.59 (7)10.50 
Outstanding at end of year536 $7.98 497 $11.89 441 $10.91 
Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of grants of PSUs 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, which is generally three years from the grant date. The number of PSUs actually earned may range from 0% to 200% of target 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. During the years ended December 31, 2020, 2019 and 2018, approximately 197,000, 119,000 and 262,000 PSUs were cancelled due to the market condition criteria not being met, respectively.
The following table summarizes the compensation expense for PSUs (in thousands):
Year Ended December 31,
Line Item202020192018
Advisory services fee$2,695 $2,439 2,443 
For the year ended December 31, 2018, approximately $1.6 million of the compensation expense was related to the accelerated vesting of PSUs granted to one of our executive officers upon his death, in accordance with the terms of the awards.
At December 31, 2020, the unamortized cost of unvested shares of PSUs was $2.1 million, which is expected to be recognized over a period of 2.0 years with a weighted average period of 1.5 years.
A summary of our PSU activity is as follows (shares in thousands):
Year Ended December 31,
202020192018
Number of UnitsWeighted Average Price at GrantNumber of UnitsWeighted Average Price at GrantNumber of UnitsWeighted Average Price at Grant
Outstanding at beginning of year420 $16.91 316 $12.29 381 $11.97 
PSUs granted225 3.51 223 19.96 197 13.43 
PSUs canceled(197)13.43 (119)10.42 (262)12.67 
Outstanding at end of year448 $11.71 420 $16.91 316 $12.29