Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based CompensationUnder the 2013 Equity Incentive Plan, as amended, we are authorized to grant 3.3 million restricted stock or performance stock units of our common stock as incentive stock awards. At December 31, 2021, approximately 774,000 shares were available for future issuance under the 2013 Equity 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, 2021, the unamortized cost of unvested shares of restricted stock was $1.8 million, which is expected to be recognized over a period of 2.4 years with a weighted average period of 1.9 years.

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


	Year Ended December 31,
Line Item		2021		2020		2019
Advisory services fee		$	3,028	$	2,672	$	2,468
Management fees		56		133		155
Corporate general and administrative		111		71		72
Corporate general and administrative - independent directors		322		130		208
		$	3,517	$	3,006	$	2,903

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


	Year Ended December 31,
	2021			2020			2019
	Number of Units	Weighted Average Price at Grant		Number of Units	Weighted Average Price at Grant		Number of Units	Weighted Average Price at Grant
Outstanding at beginning of year	536	$	7.98	497	$	11.89	441	$	10.91
Restricted shares granted	764	7.02		359	4.13		261	12.68


Restricted shares vested	(317)	6.31		(310)	9.81		(198)	10.75
Restricted shares forfeited	(26)	6.94		(10)	7.25		(7)	11.59
Outstanding at end of year	957	$	6.94	536	$	7.98	497	$	11.89

The fair value of restricted stock vested during the years ended December 31, 2021, 2020 and 2019 was approximately $2.1 million, $1.2 million and $2.2 million, respectively.

Performance Stock Units—The compensation committee of the board of directors of the Company may authorize the issuance of grants of performance stock units (“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.

With respect to the 2019 and 2020 award agreements, 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. 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 award agreements, the compensation committee shifted to a new performance metric, pursuant to which, the performance awards will be eligible to vest, from 0% to 200% of target, based on achievement of certain performance targets over the three-year performance period commencing on January 1, 2021 and ending on December 31, 2023. The performance criteria for the 2021 performance grants are based on performance conditions under the relevant literature, and the 2021 performance grants were issued to non-employees. 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, which may vary from period to period, as the number of performance grants earned may vary since the estimated probable achievement of certain performance targets may vary from period to period.

During the years ended December 31, 2021 and 2020, approximately 223,000 PSUs granted in 2019, and 197,000 PSUs granted in 2018, respectively, 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 $143,000 and $202,000, respectively.

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


	Year Ended December 31,
Line Item		2021		2020		2019
Advisory services fee		$	3,374	$	2,695	2,439

At December 31, 2021, the unamortized cost of unvested shares of PSUs was $5.0 million, which is expected to be recognized over a period of 2.0 years with a weighted average period of 1.7 years.

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


	Year Ended December 31,
	2021			2020			2019
	Number of Units	Weighted Average Price at Grant		Number of Units	Weighted Average Price at Grant		Number of Units	Weighted Average Price at Grant
Outstanding at beginning of year	448	$	11.71	420	$	16.91	316	$	12.29
PSUs granted	446	7.01		225	3.51		223	19.96

PSUs canceled	(223)	19.96		(197)	13.43		(119)	10.42
Outstanding at end of year	671	$	5.84	448	$	11.71	420	$	16.91