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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 17, 2016

To the stockholders of ASHFORD HOSPITALITY TRUST, INC.:

        The annual meeting of stockholders of Ashford Hospitality Trust, Inc., a Maryland corporation, will be held at the Dallas Marriott Suites Medical/Market Center, 2493 N. Stemmons Freeway, Dallas, Texas 75207 on May 17, 2016 beginning at 9:00 a.m., Central time, for the following purposes:

(i)

to elect seven directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified;



(ii)

to ratify the appointment of BDO USA, LLP, a national public accounting firm, as our independent auditors for the fiscal year ending December 31, 2016;



(iii)

to obtain advisory approval of the company's executive compensation; and



(iv)

to transact any other business that may properly come before the annual meeting of stockholders and any postponement or adjournment of the annual meeting.

        Stockholders of record at the close of business on April 14, 2016 will be entitled to notice of and to vote at the annual meeting of stockholders. It is important that your shares be represented at the annual meeting of stockholders regardless of the size of your holdings. Whether or not you plan to attend the annual meeting of stockholders in person, please vote your shares by signing, dating and returning the enclosed proxy card as promptly as possible. A postage-paid envelope is enclosed if you wish to vote your shares by mail. If you hold shares in your own name as a holder of record and vote your shares by mail prior to the annual meeting of stockholders, you may revoke your proxy by any one of the methods described herein if you choose to vote in person at the annual meeting of stockholders. Voting promptly saves us the expense of a second mailing.

14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
April 25, 2016

        IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2016.

        The company's Proxy Statement for the 2016 Annual Meeting of Stockholders and the Annual Report to Stockholders for the fiscal year ended December 31, 2015, which includes the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, are available at www.ahtreit.com under the "Investor" link, at the "Annual Meeting Material" tab.

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ASHFORD HOSPITALITY TRUST, INC.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 17, 2016

        We are providing these proxy materials in connection with the solicitation by the board of directors of Ashford Hospitality Trust, Inc. of proxies to be voted on at our annual meeting of stockholders to be held at the Dallas Marriott Suites Medical/Market Center, 2493 N. Stemmons Freeway, Dallas, Texas 75207 beginning at 9:00 a.m., Central time, on May 17, 2016. The board of directors is requesting that you allow your shares to be represented and voted at the annual meeting of stockholders by the proxies named on the enclosed proxy card.

        "We," "our," "us," "Ashford," "Ashford Trust," and the "company" each refers to Ashford Hospitality Trust, Inc., a Maryland corporation and real estate investment trust ("REIT") listed on The New York Stock Exchange ("NYSE") under the ticker symbol "AHT." "Ashford Prime" refers to Ashford Hospitality Prime Inc. (NYSE: AHP), a Maryland corporation and REIT that spun off from us in November 2013. "Ashford Inc." refers to Ashford Inc. (NYSE MKT: AINC), a Delaware corporation that spun off from us in November 2014. "Ashford LLC" refers to Ashford Hospitality Advisors, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ashford Inc., which, together with Ashford Inc., serves as our external advisor. We refer to Ashford Inc. and Ashford LLC collectively as our "advisor." "Remington" refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company and property management company owned by Mr. Monty J. Bennett, our Chief Executive Officer and Chairman, and his father, Mr. Archie Bennett, Jr., our Chairman Emeritus. Mr. Monty J. Bennett serves as the Chief Executive Officer of Remington. This proxy statement and accompanying proxy will first be mailed to stockholders on or about April 25, 2016.

        At the annual meeting of stockholders, action will be taken to:

•

elect seven directors to hold office until the next annual meeting of stockholders and until their successors are elected and qualified;



•

ratify the appointment of BDO USA, LLP, a national public accounting firm, as our independent auditors for the fiscal year ending December 31, 2016;



•

obtain advisory approval of the company's executive compensation; and



•

transact any other business that may properly come before the annual meeting of stockholders and any postponement or adjournment of the annual meeting.

FORWARD-LOOKING STATEMENTS

        Certain statements and assumptions in this proxy statement contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, and projected capital expenditures. Such statements are subject to numerous assumptions and uncertainties, many of which are outside of our control.

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        These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common and preferred stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or local economic conditions; the degree and nature of our competition; actual and potential conflicts of interest with our advisor, Remington, our executive officers and our non-independent directors; changes in governmental regulations, accounting rules, tax rates and similar matters; legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended, and related rules, regulations and interpretations governing the taxation of REITs; and limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes. These and other risk factors are more fully discussed in the section entitled "Risk Factors" in our Annual Report on Form 10-K, and from time to time, in Ashford's other filings with the Securities and Exchange Commission. The forward-looking statements included in this proxy statement are only made as of the date of this proxy statement. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

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GENERAL INFORMATION ABOUT VOTING

Solicitation of Proxies

        The enclosed proxy is solicited by and on behalf of our board of directors. In addition to the solicitation of proxies by use of the mail, we expect that eight of our officers and other employees of our advisor may solicit the return of proxies by personal interview, telephone, e-mail or facsimile. We will not pay additional compensation to our officers or the employees of our advisor for their solicitation efforts, but we will reimburse them for any out-of-pocket expenses they incur in their solicitation efforts. We also intend to request persons holding shares of our common stock in their name or custody, or in the name of a nominee, to send proxy materials to their principals and request authority for the execution of the proxies, and we will reimburse such persons for their expense in doing so. We will bear the expense of soliciting proxies for the annual meeting of stockholders, including the cost of mailing.

        We have retained MacKenzie Partners Inc. to aid in the solicitation of proxies and to verify records relating to the solicitation. MacKenzie will receive a base fee of $20,000, plus out-of-pocket expenses.

Voting Securities

        Our only outstanding voting equity securities are shares of our common stock. Each share of common stock entitles the holder to one vote. As of April 14, 2016 there were 95,686,992 shares of common stock outstanding and entitled to vote. Only stockholders of record at the close of business on April 14, 2016 are entitled to notice of and to vote at the annual meeting of stockholders and any postponement or adjournment of the annual meeting.

Voting

        If you hold your common stock in your own name as a holder of record, you may instruct the proxies to vote your common stock by signing, dating and mailing the proxy card in the postage-paid envelope provided. You may also vote your common stock in person at the annual meeting of stockholders.

        If your common stock is held on your behalf by a broker, bank or other nominee, you will receive instructions from them that you must follow to have your common stock voted at the annual meeting of stockholders.

Counting of Votes

        A quorum will be present at the annual meeting if the stockholders entitled to cast a majority of all the votes entitled to be cast at the annual meeting on any matter are present in person or by proxy. If you have returned valid proxy instructions or if you hold your shares in your own name as a holder of record and attend the annual meeting of stockholders in person, your shares will be counted for the purpose of determining whether there is a quorum. If a quorum is not present, the annual meeting of stockholders may be adjourned by the chairman of the meeting until a quorum has been obtained.

        A nominee for director will be elected to the board of directors (Proposal 1) if the votes cast for such nominee's election exceed the votes cast against such nominee's election (with abstentions and broker non-votes not counted as a vote cast either "for" or "against" that director's election). If a nominee who is currently serving on the board does not receive the affirmative vote of the holders of a majority of the shares of common stock voted in the election of directors, our corporate governance guidelines require that such nominee must promptly tender his or her resignation as a director for consideration by the nominating/corporate governance committee of the board for a recommendation to the full board regarding the tendered resignation. If such resignation is accepted by the board, then

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a vacancy is created on the board, which may be filled by the affirmative vote of a majority of the remaining directors then in office even if there is less than a quorum of the board of directors. Any director elected in accordance with the preceding sentence may hold office for the remainder of the one-year term of the directorship until his or her successor has been elected at the next annual meeting and qualified.

        The affirmative vote of a majority of all of the votes cast at the annual meeting will be required to ratify the appointment of BDO USA, LLP as our independent auditors for the year ending December 31, 2016 (Proposal 2), for approval, on an advisory basis, of the executive compensation proposal (Proposal 3) and for any other matter that may properly come before the stockholders at the meeting.

        If you are the beneficial owner of shares held in the name of a broker, trustee or other nominee and do not provide that broker, trustee or other nominee with voting instructions, your shares may constitute "broker non-votes." The election of directors (Proposal 1) and the advisory compensation proposal (Proposal 3) are non-discretionary items under the rules of the NYSE and may not be voted by brokers, banks or other nominees who have not received specific voting instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker so that your shares will be counted in the election of directors and the advisory compensation proposal. The ratification of the appointment of BDO USA, LLP as independent auditors (Proposal 2) is a discretionary item, and as such, banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.

        Abstentions and broker non-votes are included in determining whether a quorum is present as they are considered present and entitled to cast a vote (even if, in the case of broker non-votes, they are only entitled to vote on Proposal 2). Abstentions and broker non-votes will not be considered "votes cast" and therefore will not be included in vote totals and will not affect the outcome of the vote on Proposal 1 or Proposal 3. Abstentions will not be considered "votes cast" and therefore will not be included in vote totals and will not affect the outcome of the votes for Proposal 2.

        If you sign and return your proxy card without giving specific voting instructions, your shares will be voted consistent with management recommendations.

Right to Revoke Proxy

        If you hold shares of common stock in your own name as a holder of record, you may revoke your proxy instructions through any of the following methods:

•

notify our Secretary in writing before your shares of common stock have been voted at the annual meeting of stockholders;



•

sign, date and mail a new proxy card to Broadridge; or



•

attend the annual meeting of stockholders and vote your shares of common stock in person.

        You must meet the same deadline when revoking your proxy as when voting your proxy. See the "—Voting" section of this proxy statement for more information.

        If shares of common stock are held on your behalf by a broker, bank or other nominee, you must contact them to receive instructions as to how you may revoke your proxy instructions.

Multiple Stockholders Sharing the Same Address

        The Securities and Exchange Commission (the "SEC") rules allow for the delivery of a single copy of an annual report and proxy statement to two or more stockholders who share an address, unless we have received contrary instructions from one or more of the stockholders. We will deliver promptly

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upon written or oral request separate copies of our annual report and proxy statement to a stockholder at a shared address to which a single copy was delivered. Requests for additional copies of the proxy materials, and requests that in the future separate proxy materials be sent to stockholders who share an address, should be directed to Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas, 75254 or by calling (972) 490-9600. In addition, stockholders who share a single address but receive multiple copies of the proxy materials may request that in the future they receive a single copy by contacting us at the address and phone number set forth in the previous sentence. Depending upon the practices of your broker, bank or other nominee, you may need to contact them directly to continue duplicate mailings to your household. If you wish to revoke your consent to householding, you must contact your broker, bank or other nominee. If you hold shares of common stock in your own name as a holder of record, householding will not apply to your shares.

        If you wish to request extra copies, free of charge, of any annual report, proxy statement or information statement, please send your request to Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas, 75254 or call (972) 490-9600. You can also obtain copies from our web site at www.ahtreit.com.

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PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS

        One of the purposes of the annual meeting of stockholders is to elect directors to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. Our nominating/corporate governance committee has recommended, and our board of directors has nominated, for re-election all seven persons currently serving as directors. If elected, each of the persons nominated as director will serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

        Set forth below are the names, principal occupations, committee memberships, ages, directorships held with other companies, and other biographical data for each of the seven nominees for director, as well as the month and year each nominee first began his service on our board of directors. For a discussion of beneficial ownership, see the "Security Ownership of Management and Certain Beneficial Owners" section of this proxy statement.

        If any nominee becomes unable to stand for election as a director, an event that our board of directors does not presently expect, our board of directors reserves the right to nominate substitute nominees prior to the meeting. In such a case, the company will file an amended proxy statement that will identify the substitute nominees, disclose whether such nominees have consented to being named in such revised proxy statement and to serve, if elected, and include such other disclosure relating to such nominees as may be required under the Securities Exchange Act of 1934, as amended.

        The board of directors unanimously recommends a vote FOR all nominees.

Nominees for Director

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BOARD OF DIRECTORS AND COMMITTEE MEMBERSHIP

        Our business is managed through the oversight and direction of our board of directors. Members of our board of directors are kept informed of our business through discussions with the chairman of the board of directors and chief executive officer, lead director and other officers, by reviewing materials provided to them and by participating in meetings of our board of directors and its committees.

        During the year ended December 31, 2015, our board of directors held four regular meetings and twelve special meetings. All directors standing for re-election attended, in person or by telephone, at least 75 percent of all meetings of our board of directors and committees on which such director served, held during the period for which such person was a director.

Attendance at Annual Meeting of Stockholders

        In keeping with our corporate governance principles, directors are expected to attend the annual meeting of stockholders in person. All persons who were directors at our 2015 annual meeting of stockholders attended our 2015 annual meeting.

Board Member Independence

        The "Independence Tests" set forth in Section 303A.02 of the NYSE Listed Company Manual describe the requirements for a director to be deemed independent by the NYSE, including the requirement of an affirmative determination by our board of directors that the director has no material relationship with us that would impair independence. The full text of our board of director's Corporate Governance Guidelines can be found in the Investor Relations section of our website at www.ahtreit.com by clicking "INVESTOR," then "Governance Documents," and then "Corporate Governance Guidelines." In determining whether any of our director nominees has a material relationship with us that would impair independence, our board of directors reviewed both the NYSE Listed Company Manual requirements on independence as well as our own Corporate Governance Guidelines. Our Corporate Governance Guidelines provide that if any director receives more than $120,000 per year in compensation from the company, exclusive of director and committee fees, he or she will not be considered independent. Our board of directors has affirmatively determined that, with the exception of Mr. Monty Bennett, our Chairman and Chief Executive Officer, each nominee for director is independent of Ashford and its management under the standards set forth in our Corporate Governance Guidelines and the NYSE Listed Company Manual.

        In making the independence determinations with respect to our current directors, our board of directors examined relationships between each of our directors or their affiliates and Ashford or its affiliates, including those reported below under the heading "Certain Relationships and Related Party Transactions" on page 51 of this proxy statement and four additional transactions that did not rise to the level of a reportable related party transaction but were taken into consideration by our board of directors in making independence determinations. Two of the additional transactions reviewed by our board of directors involved Dr. Ansell. Dr. Ansell is founder, director and chairman of the board of the UCLA Executive Health Program, which is part of the UCLA Medical Center; Regents of the University of California. The Regents of the University of California have received payments totaling $18,245 from us for medical services provided to officers of the company from 2013 through 2015, which included payments of $2,703, $8,660 and $6,882 in 2013, 2014 and 2015, respectively. Additionally, Dr. Ansell holds a 5.6% limited partnership interest in Seguin Land Investments, LP, a limited partnership in which Mr. Monty Bennett is also a limited partner. The board also considered an agreement between the corporation and RETC, Limited Partnership, a property tax advisory firm for which Mr. Gupta currently serves as chief operating officer, pursuant to which RETC serves as property tax agent on one of our properties located in Plano, Texas in exchange for a contingency fee

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not to exceed $7,500. Finally, the board considered Mr. Tallis' prior services as an executive officer of the company but noted that such service ended over three years ago, with no compensation for such service being paid to Mr. Tallis in the three years preceding his independence consideration. Our board of directors determined that none of these transactions impaired the independence of the directors involved. As a result of such analysis and independence determinations, our board of directors is comprised of a majority of independent directors, as required in Section 303A.01 of the NYSE Listed Company Manual. Any reference to an independent director herein means such director satisfies the independence tests set forth in the NYSE Listed Company Manual.

Board Committees and Meetings

        Historically, the standing committees of our board of directors have been the audit committee, the compensation committee and the nominating/corporate governance committee. Each of these committees has a written charter approved by our board of directors. A copy of each charter can be found in the Investor section of our website at www.ahtreit.com by clicking "INVESTOR" and then "Governance Documents." The committee members who currently serve on each active committee and a description of the principal responsibilities of each such committee follows:

        The audit committee is, and at all times during 2015 was, composed entirely of three independent directors. The audit committee met six times during 2015. This committee's purpose is to provide assistance to our board of directors in fulfilling their oversight responsibilities relating to:

•

the integrity of our financial statements;



•

our compliance with legal and regulatory requirements;



•

the independent auditor's qualifications and independence; and



•

the performance of our internal audit function and independent auditors.

        Our board of directors has determined that each of Messrs. Callahan and Payne are "audit committee financial experts," as defined in the applicable rules and regulations of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all of the members of our audit committee are "financially literate" under NYSE listing standards.

        The compensation committee is, and at all times during 2015 was, composed of three independent directors. The compensation committee met four times during 2015. This committee's purpose is to:

•

discharge responsibilities of the board of directors relating to compensation of our executives;



•

review and discuss with management the Compensation Discussion & Analysis and recommend to the board of directors its inclusion in our proxy statement or annual report on Form 10-K;



•

produce an annual report on executive compensation for inclusion in our proxy statement; and

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oversee and advise the board of directors on the adoption of policies that govern our compensation programs, including stock and benefit plans.

        The nominating/corporate governance committee is, and at all times during 2015 was, composed of two independent directors. The committee met three times during 2015. This committee's purpose is to:

•

identify individuals qualified to become members of our board of directors;



•

recommend that our board of directors select the director nominees for the next annual meeting of stockholders;



•

identify and recommend candidates to fill vacancies occurring between annual stockholder meetings; and



•

develop and implement our Corporate Governance Guidelines.

Compensation Committee Interlocks and Insider Participation

        During 2015, Dr. Ansell and Messrs. Callahan and Jafarnia served on our compensation committee. None of these directors is or has ever been an officer or employee of our company. None of our executive officers serves, or during 2015 served, as (i) a member of a compensation committee (or board committee performing equivalent functions) of any entity, one of whose executive officers served as a director on our board or as a member of our compensation committee, or (ii) a director of another entity, one of whose executive officers served or serves on our compensation committee. No member of the compensation committee had any relationship with the company requiring disclosure as a related party transaction in the section "Certain Relationships and Related Party Transactions" of this proxy statement.

Director Compensation

        The table below reflects the compensation we paid to each of our non-employee directors for serving on our board of directors for the fiscal year ended December 31, 2015. Our chief executive officer, who is also the chairman of our board, did not receive additional compensation for his service as a director.

        The current compensation of our non-employee directors consists of the following elements:

•

an annual board retainer of $90,000 for all non-employee directors;



•

an additional annual board retainer of $50,000 for the lead director;



•

an additional annual board retainer of $25,000 for the chairman of our audit committee;

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an additional annual board retainer of $5,000 for each member of our audit committee other than the chairman;



•

an additional annual board retainer of $15,000 for the chairman of our compensation committee;



•

an additional annual board retainer of $10,000 for the chairman of our nominating/corporate governance committee;



•

an annual grant to each non-employee director of immediately vested equity shares having a value of $90,000, in the form of shares of our common stock or long-term incentive partnership units in our operating partnership, at the election of each director; and



•

additional cash retainers from time to time to non-employee directors for their service on special committees.

        We do not pay meeting fees to any of our directors. We have historically reimbursed and will continue to reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the board of directors.

        The equity compensation policy for our non-employee directors provides that each director receives equity grants following each annual meeting. These grants will be fully vested immediately upon grant. In accordance with this policy, we granted 10,000 shares of fully vested common stock or LTIPs to each of our non-employee directors in May 2015.

        When the board combined the role of chairman and chief executive officer in January 2013, we entered into a chairman emeritus agreement with our former chairman, Mr. Archie Bennett, Jr., pursuant to which he currently serves in the advisory, non-executive position of chairman emeritus. Mr. Archie Bennett, Jr. is not a voting member of our board nor is he an executive officer of the company. In recognition for his past service to the company and in consideration for his continued service as chairman emeritus, we agreed to continue to pay him a lifetime stipend of $700,000 per year. Mr. Archie Bennett, Jr. remains eligible for all benefits that were previously available to him when he served as our chairman, including continued eligibility for equity grants, medical, dental, vision, pension, 401(k), accident, disability and life insurance as well as reimbursement for reasonable expenses incurred by him in connection with his service to the company. Pursuant to the terms of our advisory agreement, Ashford Inc. is obligated to reimburse us for all costs associated with Mr. Archie Bennett's service as our chairman emeritus, including his annual stipend and the cost of all benefits available to him.

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CORPORATE GOVERNANCE PRINCIPLES

        The board is committed to good corporate governance practices that promote the long-term interest of shareholders. The board regularly reviews developments in corporate governance and updates the company's policies and guidelines as it deems necessary and appropriate. Our policies and practices reflect corporate governance initiatives that are compliant with the listing requirements of the NYSE and the corporate governance requirements of the Sarbanes-Oxley Act of 2002. We maintain a corporate governance section on our website, which includes key information about our corporate governance initiatives, including our Corporate Governance Guidelines, charters for the committees of our board of directors, our Code of Business Conduct and Ethics and our Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The corporate governance section can be found on our website at www.ahtreit.com by clicking "INVESTOR" and then "Governance Documents."

        Each director should perform, to the best of his ability, the duties of a director, including the duties as a member of a committee of our board of directors in good faith, in the best interests of the company and our stockholders, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Directors are expected to attend all meetings of our board of directors and meetings of committees on which they serve. Directors are also expected to attend the annual meeting of our stockholders.

        Our nominating/corporate governance committee is responsible for seeking, considering and recommending to the board of directors qualified candidates for election as directors and recommending a slate of nominees for election as directors at the annual meeting of stockholders. It also periodically prepares and submits to the board for adoption the nominating/corporate governance committee's selection criteria for director nominees. Before recommending an incumbent, replacement or additional director, our nominating/corporate governance committee reviews his or her qualifications, including personal and professional integrity, capability, judgment, availability to serve, conflicts of interest, ability to act on behalf of stockholders and other relevant factors. While the committee does not have a specific policy concerning diversity, it does consider potential benefits that may be achieved through diversity in viewpoint, professional experience, education and skills. The committee reviews and makes recommendations on matters involving general operation of the board of directors and our corporate governance, and, at least annually, it recommends to the board of directors nominees for each committee of the board. In addition, our nominating/corporate governance committee annually facilitates the assessment of the board of directors' performance as a whole and of the individual directors and reports thereon to the board. Our nominating/corporate governance committee has the sole authority to retain and terminate any search firm to be used to identify director candidates. Stockholders wishing to recommend director candidates for consideration by the committee can do so by following the procedures set forth below in the "Stockholder Procedures for Recommending Candidates for Director" section of this proxy statement. The nominating/corporate governance committee evaluates a candidate, generally, using the criteria set forth above without regard to who nominated the candidate and will consider candidates recommended by stockholders provided that stockholders follow the procedure for submitting recommendations.

        Our board of directors does not prohibit its members from serving on boards and/or committees of other organizations, and our board of directors has not adopted guidelines limiting such activities. The nominating/corporate governance committee and our board of directors will take into account the nature of, and time involved in, a director's service on other boards when evaluating the suitability of individual directors and when making its recommendations for inclusion in the slate of directors to be submitted to stockholders for election at the annual meeting of our stockholders.

        In October 2015, our board of directors amended the corporate governance guidelines to prohibit pledging of any stock held by our directors or executive officers. Additionally, we revised our code of

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ethics to prohibit pledging of any stock held by our employees. Our board also approved amendments to our bylaws requiring majority approval for all uncontested director elections, consistent with the proposal approved by shareholders in our 2015 annual meeting, and requiring shareholder approval of any shareholder rights plan with a term exceeding twelve months.

        Additionally, upon attaining the age of 70 and annually thereafter, as well as when a director's principal occupation or business association changes substantially from the position he or she held when originally invited to join the board, a director will tender a letter of proposed retirement or resignation, as applicable, from our board of directors to the chairperson of our nominating/corporate governance committee. Our nominating/corporate governance committee will review the director's continuation on our board of directors, and recommend to the board whether, in light of all the circumstances, our board should accept such proposed resignation or request that the director continue to serve.

        In January 2016, Mr. Tallis tendered a letter of proposed retirement from the board upon attaining the age of 70 on April 16, 2016. Our nominating/corporate governance committee reviewed Mr. Tallis' qualifications as a board member, including his more than 30 years of experience in the lodging industry and his diverse experience in extensive transaction work, brand management and brand relations. The committee determined that Mr. Tallis' extensive experience in the lodging industry, including his past service as an officer of our company, adds a valuable perspective to the board and determined not to accept Mr. Tallis' proposed retirement.

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OTHER GOVERNANCE INFORMATION

Stockholder Procedures for Recommending Candidates for Director

        Our bylaws permit stockholders to nominate director candidates for consideration at an annual meeting of stockholders. Stockholders wishing to nominate director candidates can do so by writing to David A. Brooks, Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, giving the information required in our Bylaws, including, among other things, the candidate's name, sufficient biographical data and qualifications. Stockholder nominations must be received between December 26, 2016 and January 25, 2017 to be considered for candidacy at the 2017 annual meeting of stockholders. You may contact the Corporate Secretary at the address above to obtain a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations.

        Stockholders may recommend director candidates for consideration by the nominating/corporate governance committee. Any such recommendation must include verification of the stockholder status of the person submitting the recommendation and the nominee's name and qualifications for board membership. Stockholder recommendations may be submitted by writing to David A. Brooks, Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 and must be received between December 26, 2016 and January 25, 2017 to be considered for candidacy at the 2017 annual meeting of stockholders. The nominating/corporate governance committee expects to use a similar process to evaluate candidates recommended by stockholders as the one it uses to evaluate candidates otherwise identified by the committee.

Stockholder and Interested Party Communication with our Board of Directors

        Stockholders and other interested parties who wish to contact any of our directors either individually or as a group may do so by writing to them c/o David A. Brooks, Corporate Secretary, Ashford Hospitality Trust, Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. Stockholders' and other interested parties' letters are screened by company personnel based on criteria established and maintained by our nominating/corporate governance committee, which includes filtering out improper or irrelevant topics such as solicitations.

Meetings of Non-Employee Directors

        Our board of directors must have at least two regularly scheduled meetings per year for the non-employee directors without management present. In 2015, the non-employee directors met eight times. At the non-employee directors' meetings, the non-employee directors review strategic issues for our board of directors' consideration, including future agendas, the flow of information to directors, management progression and succession, and our corporate governance guidelines. Dr. Ansell served as lead director during 2015. The lead director presides at all meetings of the non-employee directors and is responsible for advising the chief executive officer of decisions reached and suggestions made at these meetings. The lead director has the following duties and responsibilities:

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presides at all meetings of the board at which the chairman is not present and all executive sessions of the independent or non-employee directors;



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advises the chairman and chief executive officer of decisions reached and suggestions made at meetings of independent directors/non-employee directors;



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serves as liaison between the chairman and the independent directors;



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approves information sent to the board;



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approves meeting agendas for the board;

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•

approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;



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has the authority to call meetings of the independent directors; and



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if requested by major shareholders, ensures that he or she is available for consultation and direct communication.

        Stockholders may communicate with the lead director or non-employee directors as a group by utilizing the communication process identified in the "Stockholder and Interested Party Communication with our Board of Directors" section of this proxy statement. If non-employee directors include a director that is not an independent director, then at least one of the scheduled meetings per year will include only independent directors.

Director Orientation and Continuing Education

        Our board of directors and senior management conduct a comprehensive orientation process for new directors to become familiar with our vision, strategic direction, core values including ethics, financial matters, corporate governance practices and other key policies and practices through a review of background material and meetings with senior management. Our board of directors also recognizes the importance of continuing education for directors and is committed to providing education opportunities in order to improve both our board of directors and its committees' performance. Senior management will assist in identifying and advising our directors about opportunities for continuing education, including conferences provided by independent third parties.

Board Leadership Structure and Role in Risk Oversight

        Our board of directors has the flexibility to determine the appropriate leadership structure for our company. In making decisions related to our leadership structure, specifically when determining whether to have a joint chief executive officer and chairman or to separate these offices, the board considers many factors, including the specific needs of the company in light of its current strategic initiatives and the best interest of stockholders. In 2015, Mr. Monty Bennett served as Chairman of the board as well as Chief Executive Officer of the company. In making the determination to continue to combine the role of chairman and chief executive officer, the board considered the company's strategic initiatives, Mr. Monty Bennett's expertise in the hospitality industry, which he has developed over the last 20 years, and the company's superior performance, as evidenced by total stockholder return, during Mr. Bennett's tenure as Chief Executive Officer.

        The combined role of chairman and chief executive officer is both counterbalanced and enhanced by an independent director serving as the lead director, strong and active independent directors comprising more than two-thirds of our board, our fully independent committees and our corporate governance policies. Our board believes that combining the roles of chairman and chief executive officer is beneficial because it allows a single person to provide clear and unambiguous leadership and serve as an effective and efficient bridge between the board and management.

        The board recognizes the potential conflicts of interest that could arise by having the same person serve as chairman of the board and chief executive officer and has taken the additional steps necessary to strengthen the board leadership structure by amending the corporate governance guidelines in 2013 to, among other things, provide the lead director with the specific duties and responsibilities outlined above. To further minimize the potential for future conflicts of interests the board must maintain a two-thirds majority of independent directors at all times and must also comply with each of the following existing policies to mitigate potential conflicts of interest:

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Our board of directors must hold at least two regularly scheduled meetings per year for the non-employee directors, at least one of which must include only independent directors. At these

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meetings, the independent/non-employee directors review strategic issues for consideration by the full board of directors, including future agendas, the flow of information to directors, management progression and succession, and our corporate governance guidelines. These meetings also serve as the forum for the annual evaluation of the performance of the chief executive officer, the annual review of the chief executive officer's plan for management succession and the annual evaluation of the performance of the board. Dr. Ansell presides at the meetings of non-employee directors as lead director.

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Our charter and advisory agreement each contain a requirement that any transaction or agreement involving us, our wholly owned subsidiaries or our operating partnership and a director or officer or an affiliate of any director or officer will require the approval of a majority of the disinterested directors.



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Our board adopted a policy at the time of our initial public offering that requires all approvals, consents, waivers, enforcement actions and decisions related to the management agreement with Remington be approved by a majority of the independent directors.

        Our charter provisions, governance policies and conflicts of interest policies are designed to provide a strong and independent board that provides balance to the chief executive officer and chairman positions and ensures independent director input and control over matters involving potential conflicts of interest.

        The board believes the current leadership structure of the company with Mr. Bennett serving as both Chief Executive Officer and Chairman provides a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.

Board Oversight of Risk

        Ultimately, the full board of directors has responsibility for risk oversight, but our committees help oversee risk in areas over which they have responsibility. The board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the company's business strategy. Our board of directors receives regular updates related to various risks for both our company and our industry. The audit committee receives and discusses reports regularly from members of management who are involved in the risk assessment and risk management functions on a daily basis and reports its analysis to the full board on a quarterly basis.

Compensation Risk

        Ashford Inc., through its subsidiary Ashford LLC, manages the day-to-day operations of the company and its affiliates in exchange for an advisory fee. As a result, we continue to have executive officers, but we have no employees of our own.

        Our named executive officers (as well as employees of our advisor) are eligible to receive equity awards from us, and the compensation committee annually reviews the named executive officers' share ownership levels and retention practices. The compensation committee believes that management's significant stock ownership levels help minimize the likelihood of unnecessary or excessive risk-taking. The compensation committee also has full discretion to evaluate the company's performance in the context of quantitative and qualitative risk management objectives and determine or reduce incentive awards accordingly.

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EXECUTIVE OFFICERS

        The following table shows the names and ages of each of our current executive officers and the positions held by each individual. A description of the business experience of each for at least the past five years follows the table.

        For a description of the business experience of Mr. Monty Bennett, see the "Election of Directors" section of this proxy statement.

        Douglas A. Kessler has served as our President since January 2009 and served on our board of directors from January 2013 until November 2013. Mr. Kessler is also the President and a director of Ashford Prime, positions he has held since April 2013. Mr. Kessler has also served as the President of Ashford Inc. since November 2014, and of Ashford LLC since November 2013. Prior to being appointed President of our company, Mr. Kessler served as our Chief Operating Officer and Head of Acquisitions beginning in May 2003. Mr. Kessler has spearheaded numerous key initiatives while at Ashford and has been responsible for several billion dollars of capital transactions along with the growth of the company's asset base to in excess of $4 billion. From July 2002 until August 2003, Mr. Kessler also served as the managing director/chief investment officer of Remington Hotel Corporation.

        Prior to joining Remington Hotel Corporation in 2002, Mr. Kessler was employed by Goldman Sachs' Whitehall Real Estate Funds, from 1993 to 2002, where he assisted in the management of more than $11 billion of real estate (including $6 billion of hospitality investments) involving over 20 operating partner platforms worldwide. During his nine years at Whitehall, Mr. Kessler served on the boards or executive committees of several lodging companies, including Westin Hotels and Resorts and Strategic Hotel Capital. Mr. Kessler has diverse real estate experience totaling nearly 30 years and is a member of Urban Land Institute's Hotel Council and is a frequent speaker and panelist at lodging industry conferences including International Hotel Investment Forum, Americas Lodging Investment Summit and the NYU Lodging Conference. Mr. Kessler has a Master's degree in Business Administration and a Bachelor of Arts degree from Stanford University.

        Mr. Kessler has 30 years' experience in real estate acquisition, development, sales, finance, asset management, operating companies and fundraising, and he has been involved with the sale, acquisition or financing of several billion dollars of real estate. Mr. Kessler's service with Ashford Trust since our initial public offering, first as Chief Operating Officer and currently as President, together with his prior experience in the real estate industry, allows him to bring a valuable perspective to our board of directors that he is uniquely positioned to provide.

        David A. Brooks has served as our Chief Operating Officer, General Counsel and Secretary since January 2009. He has also served as the Chief Operating Officer, General Counsel and Secretary for Ashford Prime since April 2013 and for Ashford Inc. since April 2014. Prior to assuming his current role with the company, Mr. Brooks served as our Chief Legal Officer, Head of Transactions and Secretary from August 2003 to January 2009. Prior to that, he served as Executive Vice President and General Counsel for Remington Hotel Corporation and Ashford Financial Corporation, an affiliate of ours, from January 1992 until August 2003, where he co-led the formation of numerous investment

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partnerships, negotiated and closed approximately $1 billion in asset acquisitions and managed nearly $750 million in non-performing hospitality loans. Prior to joining Remington Hotel Corporation, Mr. Brooks served as a partner with the law firm of Sheinfeld, Maley & Kay.

        Mr. Brooks earned his Bachelor of Business Administration in Accounting from the University of North Texas in 1981, his Juris Doctor from the University of Houston Law Center in 1984 and became licensed as a CPA in the State of Texas in 1984 (currently non-practicing status).

        Deric S. Eubanks has served as our Chief Financial Officer and Treasurer since June 2014 and has served in that capacity for Ashford LLC and Ashford Prime since June 2014. Prior to serving as Chief Financial Officer and Treasurer, Mr. Eubanks served as our Senior Vice President—Finance from September 2011 to June 2014 and in that capacity for Ashford LLC and Ashford Prime from April 2013 to June 2014. In his role as Chief Financial Officer and Treasurer, Mr. Eubanks is responsible for assisting our Chief Executive Officer with all corporate finance and financial reporting initiatives and capital market activities including equity raises, debt financings and loan modifications. He also oversees Investor Relations and is responsible for overseeing and executing our hedging strategies. Prior to his role as Senior Vice President Finance, Mr. Eubanks was Vice President of Investments and was responsible for sourcing and underwriting hotel investments including direct equity investments, joint venture equity, preferred equity, mezzanine loans, first mortgages, B-notes, construction loans and other debt securities. Mr. Eubanks has been with us since our initial public offering in August of 2003. Mr. Eubanks has written several articles for industry publications and is a frequent speaker at industry conferences and industry round tables. Before joining our company, Mr. Eubanks was a Manager of Financial Analysis for ClubCorp, where he assisted in underwriting and analyzing investment opportunities in the golf and resort industries.

        Mr. Eubanks earned a BBA from Southern Methodist University and is a CFA charter holder. He is a member of the CFA Institute and the CFA Society of Dallas-Fort Worth.

        J. Robison Hays III has served as our Chief Strategy Officer since May 2015 and prior to that served as our Senior Vice President—Corporate Finance and Strategy since 2010. He has been with our company since 2005. Mr. Hays also serves as Chief Strategy Officer for Ashford LLC and Ashford Prime since May 2015 and as Chief Strategy Officer of Ashford Inc. since 2014. Mr. Hays also serves as Chief Investment Officer of Ashford LLC. Mr. Hays is responsible for the formation and execution of our strategic initiatives, working closely with our Chief Executive Officer. He also oversees all financial analysis as it relates to the corporate model, including acquisitions, divestitures, refinancings, hedging, capital market transactions and major capital outlays. Prior to 2013, in addition to his other responsibilities, Mr. Hays was in charge of our investor relations group. Mr. Hays is a frequent speaker at industry and Wall Street investor conferences. Prior to joining our company, Mr. Hays worked in the Corporate Development office of Dresser, Inc., a Dallas-based oil field service and manufacturing company, where he focused on mergers, acquisitions and strategic direction. Before working at Dresser, Mr. Hays was a member of the Merrill Lynch Global Power & Energy Investment Banking Group based in Texas.

        Mr. Hays has been a frequent speaker at various lodging, real estate and alternative investment conferences around the globe. He earned his A.B. in Politics with a certificate in Political Economy from Princeton University and later studied philosophy at the Pontifical University of the Holy Cross in Rome, Italy.

        Jeremy Welter has served as our Executive Vice President, Asset Management since March 2011. He has also served in that capacity for Ashford Inc. since November 2014 and for Ashford LLC since November 2013 and Ashford Prime since April 2013. He oversees our more than $5 billion portfolio of hotels. From August 2005 until December 2010, Mr. Welter was employed by Remington Hotels, LP in various capacities, most recently serving as its Chief Financial Officer. He is a current member of Marriott's Owner Advisor Council. From July 2000 through July 2005, Mr. Welter was an investment

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banker at Stephens, where he worked on mergers and acquisitions, public and private equity and debt, capital raises, company valuations, fairness opinions and recapitalizations. Before working at Stephens, Mr. Welter was part of Bank of America's Global Corporate Investment Banking group. Mr. Welter is a frequent speaker and panelist for various lodging investment and development conferences, including the NYU Lodging Conference.

        Mr. Welter earned his Bachelor of Science in Business Administration in Economics from Oklahoma State University, where he served as student body president and graduated summa cum laude.

        Mark L. Nunneley has served as our Chief Accounting Officer since May 2003 and has served in that capacity for Ashford Inc. since April 2014 and for Ashford LLC and Ashford Prime since April 2013. From 1992 until 2003, Mr. Nunneley served as Chief Financial Officer of Remington Hotel Corporation. He previously served as a tax consultant at Arthur Andersen & Company and as a tax manager at Deloitte & Touche. Mr. Nunneley is a certified public accountant (CPA) in the State of Texas and is a member of the American Institute of Certified Public Accountants, Texas Society of CPAs and Dallas Chapter of CPAs.

        Mr. Nunneley earned his Bachelor of Science degree in Business Administration from Pepperdine University in 1979 and his Master of Science in Accounting from the University of Houston in 1981.

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COMPENSATION DISCUSSION & ANALYSIS

Executive Compensation Overview

        We are externally advised by Ashford Inc. pursuant to an advisory agreement. Ashford Inc., through its operating company Ashford LLC (collectively, our "advisor") is responsible for implementing our investment strategies and managing our operations. We have no employees. Our named executive officers are employees of our advisor, which determines their salaries, bonuses and other benefits. We do not determine the compensation payable to our named executive officers by our advisor. However, our compensation committee, together with the independent members of the board, may grant equity awards to our officers and employees and other agents of our advisor pursuant to our stock incentive plan.

        The primary objectives of our equity compensation program are to: (i) motivate our officers to achieve the company's business and strategic objectives; (ii) align the interests of key leadership with the long-term interests of the company's stockholders; and (iii) provide rewards and incentives, without excessive risk taking, in order to attract, retain and motivate our executive officers to perform in the best interests of the company and its stockholders.

        In May 2015, ISS Proxy Advisory Services ("ISS") recommended a vote against the company's advisory vote to approve executive compensation, or "say on pay," at the company's 2015 annual meeting. Their recommendation was not based on a misalignment of pay and performance. On the contrary, ISS's quantitative assessment indicated a strong alignment between our performance and our CEO compensation, with the best possible rating (i.e. "low concern") on all three measures. Their recommendation was based on what they identified as "problematic pay practices" (related to provisions in a newly revised employment agreement and a provision in our anti-pledging policy) and what they viewed as the discretionary nature of our incentive programs. As discussed in this Compensation Discussion & Analysis section, all of these concerns have been fully addressed and we have included new disclosures to comply with their newly adopted guidelines related to Externally Managed Issuers (EMIs).

        Although 54% of the votes cast at the 2015 annual meeting were in favor of the company's executive compensation plans, this level of support was down from approximately 90% in 2014 and 87% in 2013. In 2015, the company discussed with a number of its institutional stockholders the company's executive compensation practices. In response to feedback from the company's shareholders, the compensation committee has taken a series of actions to enhance the company's equity compensation program. In July, the committee retained Gressle & McGinley LLC as its independent outside compensation consultant. Based on a thorough review of our peer companies and current industry trends, the committee revised the equity compensation plan to include objective performance metrics tied to the company's business goals and shareholder returns. Furthermore, the committee set specific vesting requirements for half of the equity awards granted on March 31, 2016 for 2015 company performance, based on relative total shareholder return and absolute shareholder returns.

        During 2015, our company delivered strong operating performance, with management achieving eight of the ten business objectives set by our board of directors for the year. At the same time, share prices of hospitality REITs experienced significant declines during the year. While our 2015 Total Shareholder Return ("TSR") of negative 31.2% was better than the median of our peers (negative 31.8%), we recognize that our stockholders saw a sizable decline in the value of their investments. The compensation committee has reacted accordingly, reducing the average value of the equity awarded to our named executive officers (in comparable full-year positions) by approximately 40% over last year. This is a significant reduction, but it should be noted that it is not reflected in the Summary Compensation Table, which includes equity in the year granted according to the SEC's rules and regulations. We believe the year-over-year comparison is better seen in the supplemental table we have

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provided below in the section "—2015 Equity Grant Decisions," which discloses the equity compensation corresponding to the year in which performance was evaluated.

Business Strategy

        We are a REIT listed on the NYSE (symbol: AHT) that invests in the hospitality industry across all segments and at all levels of the capital structure primarily within the United States other than hotels in gateway markets with revenue available per room, or "RevPAR," in excess of twice the national average. Until we spun off Ashford Inc. on November 12, 2014, we were a self-administered and managed REIT. After the spin-off, we became an externally administered and managed REIT with Ashford Inc. and Ashford LLC acting as our advisor. We implement our key strategies of (i) investment growth and (ii) portfolio management, to create stockholder value as measured by total shareholder returns, including stock price appreciation and dividends.

        To maximize shareholder returns, we seek to acquire or invest in assets that provide accretive growth. Our investment growth is based upon meeting targeted returns, utilizing market research, carefully underwriting, and evaluating the transaction's overall contribution to the existing portfolio. Each investment is evaluated on its relative expected contribution to our hotel portfolio in terms of total return, volatility, financeability, product type or brand, asset quality, location, and diversification. To maintain investment focus, we target hotel assets with RevPAR of less than two-times the U.S. national average. We will consider direct investments as well as joint ventures. By location, the investment profile includes hotels in primary, secondary and tertiary markets. Asset classes include most of the major branded full and select service hotels along with independent hotels. In addition to direct hotel ownership, we may invest in hotel debt as well as securities.

        Our portfolio management efforts seek to maximize shareholder returns, while minimizing risk. Through pro-active asset management, we seek to enhance value at the property level with a focus on revenue strategies, expense controls, asset positioning, and capital expenditures. Our goal is to maximize growth from internal asset performance. Moreover, the dynamic portfolio management strategies implement finance and capital recycling initiatives that monitor and optimize our capital structure. We sell assets and redeploy capital based upon opportunities. In addition, our financing strategy generally follows a non-recourse debt approach that seeks to utilize high property level debt in conjunction with high corporate cash liquidity.

        The combination of our investment growth and asset management strategies seeks to maximize long-term shareholder returns throughout all lodging cycles while also reducing performance risk.

Compensation Objectives & Philosophy

        The objectives of our equity compensation program are to: (i) motivate our officers to achieve the company's business and strategic objectives; (ii) align the interests of key leadership with the long-term interests of the company's stockholders; and (iii) provide rewards and incentives, without excessive risk taking, in order to attract, retain and motivate our executive officers to perform in the best interests of the company and its stockholders.

        Our compensation philosophy is to make all equity compensation decisions following the end of our fiscal year based on the performance of the prior year and over the longer term. As a result, equity based awards reflected in our Summary Compensation Table reflect compensation for prior year performance. Throughout this Compensation Discussion & Analysis section, we provide a discussion of equity compensation decisions made in early 2016 as they reflect 2015 performance. In the Compensation Discussion & Analysis section of our proxy statement for the 2015 annual meeting of our stockholders, which was filed with the SEC on April 21, 2015, we provided a discussion of pay decisions made in early 2015 as they reflected 2014 performance.

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        We believe that the equity compensation we pay to our executive officers should be reflective of the overall performance of our company on both a short-term and a long-term basis. The equity compensation we offer should reward the sustained successes of the past, as well as motivate the executives to maximize the creation of long-term stockholder value in a competitive environment. Most of our management team has been working together for over 20 years, and the company believes that the synergies among the management team, along with their cumulative knowledge and breadth of experience, were key factors in the company's growth since its inception.

Role of the Compensation Committee

        The equity compensation we pay to our executive officers is administered under the direction of our compensation committee. In its role as the administrator of our equity compensation program, our compensation committee recommends the equity compensation of our named executive officers to the board, taking into consideration the recommendations of the chief executive officer, with the independent members of the board ultimately approving all executive compensation decisions. A full description of the compensation committee's roles and responsibilities can be found in its charter which is posted to our website at www.ahtreit.com.

        Our compensation committee has the authority to retain independent advisors to assist the committee in fulfilling its responsibilities. During 2013, 2014 and early 2015 our compensation committee retained the services of Semler Brossy Consulting Group ("Semler Brossy"), an independent compensation consulting firm, to support its decision-making on executive pay practices. In July of 2015, the committee retained Gressle & McGinley LLC as its new independent compensation consultant, replacing Semler Brossy. Neither Semler Brossy nor Gressle & McGinley has performed any services other than executive and director compensation services for the company, and each performed its services only on behalf of, and at the direction of, the compensation committee. Our compensation committee has reviewed the independence of Semler Brossy and Gressle & McGinley in light of SEC rules and NYSE listing standards regarding compensation consultant independence and has affirmatively concluded that each of Semler Brossy and Gressle & McGinley is independent from the company and has no conflicts of interest relating to its engagement by our compensation committee.

Interaction with Management

        Our compensation committee regularly meets in executive sessions without management present. Executives generally are not present during compensation committee meetings, except, when requested, our chief executive officer does attend all or part of certain compensation committee meetings. Our chief executive officer, considering certain performance factors as set by the board each year, annually reviews the equity compensation for each named executive officer and makes recommendations to our compensation committee. Final equity compensation decisions are ultimately made in the sole discretion of the compensation committee and approved by the independent directors of the board.

Corporate Governance

        Our compensation committee believes that our solid corporate governance should be reinforced through our equity compensation program. We believe that our new equity compensation program provides appropriate performance-based incentives to attract and retain leadership talent, to align

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officer and stockholder interests and to continue to drive our long-term track record of superior returns to stockholders. The following policies support our position:

Effect of Ashford Inc. Spin-Off

        In November 2014, we completed a spin-off of a subsidiary, Ashford Inc., in order to separate our asset management and advisory business from our hospitality investment business. Prior to the spin-off, all of our employees were employees of our subsidiary Ashford LLC. In connection with the spin-off, Ashford LLC became a subsidiary of Ashford Inc., a separate publicly traded company. Our advisor manages the day-to-day operation of our company and our affiliates in exchange for an advisory fee, the terms of which are described under "Certain Relationships and Related Party Transactions—Our Relationship and Agreements with Ashford Inc."

        While we continue to have executive officers, we no longer have any employees. We paid all cash compensation to our prior employees, including our executive officers, for all periods during 2014 up until November 12, 2014, the date of the spin-off. Following the spin-off, and during all of 2015, Ashford Inc. paid all cash compensation to such employees, including our officers. However, following the spin-off, our named executive officers (as well as employees of our advisor) continue to be eligible to receive equity awards under our equity incentive plan. We do not provide any other compensation or employee benefit plans for our named executive officers.

Advisory Fee and Compensation Paid by the Advisor

        Pursuant to our advisory agreement, we pay Ashford Inc. an advisory fee, the proceeds of which are used in part to pay compensation to its personnel, but we do not specifically reimburse Ashford Inc. for any executive employee compensation or benefits costs. The following is a summary of

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the advisory fees we paid to Ashford Inc. in 2015 and the total 2015 compensation paid to our named executive officers:

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Under the terms or our advisory agreement, for 2015 our advisory services fee totaled $43.0 million, comprised of a base fee of $33.8 million, reimbursable overhead and internal audit, insurance claims advisory and asset management services of $6.5 million and equity-based compensation of $2.7 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.



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No specific portion of our advisory fees is allocated to the compensation paid by Ashford Inc. to our executive officers. Our advisor makes all decisions relating to compensation paid by Ashford Inc. to our executive officers based on such factors as the terms of their employment agreements and an evaluation of performance during the year.



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For 2015, our named executive officers earned total cash compensation of $5,995,214 from Ashford Inc. No awards of equity in Ashford Inc. were granted to our named executive officers in 2015. The total cash compensation paid by Ashford Inc. with respect to compensation earned by our named executive officers was comprised of $2,655,000 in salaries, $150,000 in bonus awards and $3,190,214 pursuant to a non-equity incentive plan.



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Not all of the cash compensation received by our named executive officers from Ashford Inc. was attributable to services performed as executive officers of our company. Based on a review of the proportion of our company to the total operations managed using various measures of size (revenue, assets and total enterprise value), we estimate that approximately 70% to 75% of the compensation paid by Ashford Inc. is attributable to services provided by our named executive officers to our company.

        The cash bonus awards paid pursuant to Ashford Inc.'s non-equity incentive plan represent variable incentive compensation that was earned for achieving specific performance targets. The performance metrics for 2015 included total shareholder return relative to peers, adjusted earnings per share, sell-side analyst coverage, number of investor and analyst meetings, attendance at an investor/analyst meeting, increase in assets under management in managed REITs, private capital raised and the launch of a new select service segment.

        Following the spin-off, the only compensation we pay to our named executive officers is equity based compensation awarded under our equity incentive plan.

Say on Pay

        The company and the compensation committee engaged in a comprehensive process to understand and address the issues raised by the 2015 say on pay vote, including diligent outreach to shareholders and the engagement of a new independent compensation consultant. To address concerns raised by shareholders and the proxy advisory firms, the compensation committee approved a new equity program under which at least 50% of the equity granted would vest based on the company's TSR performance (half absolute and half relative to peers) over a three-year period beginning on the first day of the year of grant as described under "—Company Performance and 2015 Equity Grant Decisions." In addition, the company revised its hedging policy to prohibit all pledging of securities by officers and directors. Shareholders raised another concern related to terms for termination payments under a revised employment agreement. Because we no longer have employees or employment agreements, this concern is no longer applicable to us.

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Review of Market Data for Peer Companies

        Equity compensation grants for our named executive officers are determined based on a number of factors, including a periodic review of the compensation levels in the marketplace for similar positions. In 2015, the compensation committee, with the assistance of Gressle & McGinley, our independent compensation consultant, undertook such a review of competitive compensation compared to market, with a particular emphasis on market level of equity compensation (both actual awards granted and target awards from our peers' equity incentive plans).

        Competitive pay data is used for reference only to gauge the marketplace for executive compensation in our industry. The compensation committee does not establish a specific target percentile of market for our executives and generally seeks to provide the compensation levels needed to retain our exceptional executive team and reward appropriately for performance.

        The specific peers used to assess competitive pay include other hospitality REITs with similar assets. The hospitality REITs included in our assessment of competitive pay include:

        The compensation committee also assessed the pay practices of these hospitality REITs in evaluating 2016 equity grant decisions for 2015 performance. Specifically, the committee reviewed the absolute and relative TSR performance targets used by our peers in their equity programs. The committee set the performance targets (threshold, target and maximum) for the absolute and relative TSR components of the 2016 equity awards at about the median of our peers.

        In evaluating the market pay levels of our peers, the compensation committee also considers the unique role that each of the named executive officers of the company holds. Specifically, each of our named executive officers performs duties that are traditionally assigned to multiple senior officers in competitive companies. The president, by way of example, is charged with capital markets activities and is also responsible for securing our investments and for identifying opportunities for joint ventures or other business partnerships as well as being the lead contact for company financing activities. The chief operating officer is also the general counsel and has the mandate to negotiate the terms of, and close, all acquisition and disposition transactions, capital market transactions and equity and debt financings. In addition, he is charged with supervising the legal department, monitoring corporate governance and performing the normal duties associated with the office of the corporate secretary. The company's unusual division of responsibilities has created a cohesive and extremely streamlined management system, which enables the company to operate with a smaller staff of senior executives, including the named executive officers, than would be expected of a company of our size and structure. The compensation committee recognizes that these other factors must be considered in setting compensation for each named executive officer.

        Together with its consideration of the unique roles of each named executive officer, the compensation committee also considers the time commitment of the chief executive officer to the company in relation to his executive duties at Remington and its affiliates. Based on its review, the compensation committee has determined that those business activities are generally beneficial to the company and do not materially interfere with his duties to the company. Therefore, the committee follows a compensation philosophy for the chief executive officer that is comparable with the philosophy for the other named executive officers.

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        The following is a discussion and analysis of the new equity compensation program adopted for our named executive officers (including our chief executive officer, chief financial officer, and the three other most highly compensated executive officers appearing in the Summary Compensation Table), along with a discussion of the equity awarded in 2016 for 2015 performance. This discussion should be read together with the compensation tables and related disclosures set forth elsewhere in this proxy statement.

Company Performance

        The compensation committee believes that our named executive officers should have an ongoing stake in the long-term success of our business, and our equity compensation program is intended to align our executives' interests with those of our stockholders. In its 2015 report, ISS recognized the strong alignment between our performance and our CEO's compensation, providing us with the best possible rating (i.e., "low concern") following ISS's initial quantitative screens measuring pay-for-performance alignment. However, ISS cited a concern that, "While the company provides equity awards based on prior year performance, the vesting conditions of such awards are entirely time-based, lacking any performance conditions." In response to that concern, the lower approval rate of our 2015 say on pay vote and feedback from our stockholders, the committee retained Gressle & McGinley to design a new equity program that would provide strong incentives for our executive officers to create sustainable value, would be cost-effective from a shareholder perspective and would meet with the guidelines of major institutional investors and proxy advisory firms.

        Based on Gressle & McGinley's reports on market pay data and best practices in executive compensation, the committee adopted a new equity program for 2015. Under the new equity program, the committee determines the size of potential equity awards by officer based on a review of market pay levels, taking into consideration the size of our company against our peers. The committee also considers the most recent burn rate benchmarks published by ISS for the real estate Global Industry Classification Standard (GICS).

        One-half of the value of the potential award is granted in the form of performance-based equity that will vest based on the company's three-year Total Stockholder Return (TSR). The other half of the potential award is eligible to be earned based on management's performance against business objectives adopted by the board of directors for the preceding year.

        For 2015, the size of the potential equity awards for our named executive officers was first assessed based on historical compensation levels in the hospitality REIT sector. However, although our TSR exceeded most of our peers in 2015, our share price declined significantly in 2015 with the rest of the hospitality REIT sector. As a result, the committee decided to reduce the size of the potential equity awards that could be earned by our named executive officers. The reduction was significant—averaging about 40% of the value of the awards granted for 2014 for officers in comparable positions each year. This decision underscores the committee's philosophy of aligning the pay of our executives with our performance. In determining the size of the overall reduction, the committee considered the ISS burn rate guidelines, as mentioned previously. Also, the committee considered the recommendations of the chief executive officer in setting the potential equity awards for each individual named executive officer.

        The first grant of performance shares was made on March 31, 2016. Those shares are eligible to vest based on the company's TSR on March 31, 2019. We use a three-year performance period in order to tie incentive compensation to long-term results. Achievement levels are set for "threshold" at which 50% of shares/units may be earned, "target", at which 100% of the shares/units may be earned and "maximum" performance, at which 200% of the shares/units are earned. No shares/units are earned if performance is below threshold, and results will be interpolated between the levels of threshold, target and maximum. Dividends, or distributions in the case of units, accrue on unvested shares/units and are

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paid in the form of additional shares/units on the actual number of shares/units that ultimately vest at the end of the three-year performance period.

        One-half of the performance shares are subject to performance goals based on the company's absolute TSR over the performance period. For the shares granted in 2016, the annualized TSR goals for threshold, target and maximum performance levels are 5.0%, 9.0% and 13.0%, respectively. The other half of the performance shares are subject to performance goals based on the company's relative TSR over the performance period. For the shares granted in 2016, the percentile rank goals for threshold, target and maximum performance levels are the 30th, 50th and 70th percentiles, respectively. The percentile rank will be determined based on the company's three-year TSR relative to the following peer companies:

        As stated previously, half of each named executive officer's potential equity awards is in the form of performance shares/units. The other half can be earned based on the company's performance against business objectives set by the board of directors at the beginning of each year. The equity award based on company objectives is granted in the form of time-based shares or LTIPs that vest in three equal annual installments on the first three anniversaries following the date of grant. Dividends are paid on unvested shares.

        For 2015, the board of directors set ten business objectives. The compensation committee determined that the full potential award would be earned if seven or more of the business objectives were achieved for the year. For each objective less than seven achieved, the potential award would be reduced by one-seventh (e.g. for achievement of five of the ten awards, the potential award would be reduced by two-sevenths, or 28.57%).

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        The following table summarizes the ten business objectives set by the board of directors for 2015, along with the actual results:

        Based on its review of 2015 performance, the compensation committee determined that the company achieved eight of the ten business objectives. The first objective was not met because the company's 3-year total shareholder return was not in the top half of its peers. The peer companies used to measure relative total shareholder return included: Chatham Lodging Trust, Chesapeake Lodging Trust, DiamondRock Hospitality Company, FelCor Lodging Trust, Hersha Hospitality Trust, Host Hotels & Resorts, LaSalle Hotel Properties, Pebblebrook Hotel Trust, RLJ Lodging Trust, Summit Hotel Properties and Sunstone Hotel Investors. Also, the last objective was not met because the limited service assets were not divested. The remaining eight business objectives were achieved resulting in 100% of the potential award being earned by our named executive officers.

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2015 Equity Grant Decisions

        Based on consideration of company performance during 2015 and 2014, the compensation committee made equity grants in March 2016 and March 2015, respectively, to our named executive officers as follows (in number of shares awarded):

        The average value of the 2016 equity awards made for 2015 performance was approximately 40% less than the awards in 2015 made for 2014 performance (excluding Mr. Eubanks whose 2015 award was based on serving as our Chief Financial Officer for approximately one-half of the 2014

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performance year). A summary of the components of the shares awarded in March 2016 to our named executive officers is as follows:

        As shown in the table above, the compensation committee determined in 2016 to award half (50%) of the shares/units awarded in the form of time-based shares/units that vest in three equal annual installments following the date of grant, with dividends paid on unvested shares/units, and half (50%) in the form of performance-based shares/units. The performance-based shares/units vest at the end of three years based on the company's shareholder returns: 50% absolute TSR and 50% relative TSR. The award level for achieving target performance is 100% of the target award. The award levels for achieving threshold and maximum performance are 50% and 200% of the target award, respectively. Award levels between the threshold and target performance and between the target and maximum performance are interpolated. Dividends are accrued and paid on the actual number of shares/units vesting in the form of additional shares/units.

        The compensation committee also elected to give our executive officers a choice of receiving their time-based equity awards in the form of either restricted stock or LTIP units, or a combination of both. Messrs. Bennett and Welter elected to receive the March 2016 time-based equity grants in the form of LTIP units. We will make dividends and distributions on unvested restricted stock and LTIP units. For the performance-based awards, the executives could choose between PSUs or performance LTIPs, or a

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combination of both. Messrs. Bennett and Welter elected to receive the March 2016 performance-based equity grants in the form of performance LTIP units. Dividends and distributions accrue on unvested PSUs or performance LTIPs and are paid in the form of additional shares/units on the actual number of shares/units that ultimately vest at the end of the three-year performance period.

        The LTIP units are a special class of partnership units in our operating partnership called long-term incentive partnership units. Grants of LTIP units are designed to offer executives the same long-term incentive as restricted stock, while allowing them more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under our stock incentive plan, reducing availability for other equity awards. LTIP units, whether vested or not, receive the same quarterly per unit distributions as common units of our operating partnership, which typically equal per share dividends on our common stock, if any. This treatment with respect to quarterly distributions is analogous to the treatment of time-vested restricted stock. The key difference between LTIP units and restricted stock is that at the time of award, LTIP units do not have full economic parity with common units but can achieve such parity over time. At the time of the award, executives who receive LTIP units make a $0.05 capital contribution per LTIP unit. Upon the occurrence of certain corporate events, which are not performance related events, the capital accounts of our operating partnership may be adjusted, allowing for the LTIP units to achieve parity with the common units over time. If such parity is reached, vested LTIP units become convertible into an equal number of common units. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock.

        Subject to satisfaction of the vesting requirements, the LTIP units will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the partnership at a time when the company's stock is trading at some level in excess of the price it was trading at on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership. A capital account revaluation generally occurs whenever there is an issuance of additional partnership interests or the redemption of a partnership interest. If a sale, or deemed sale as a result of a capital account revaluation, occurs at a time when the operating partnership's assets have sufficiently appreciated, the LTIP units will achieve full economic parity with the common units. However, in the absence of sufficient appreciation in the value of the assets of the operating partnership at the time a sale or deemed sale occurs, full economic parity would not be reached. Until and unless such economic parity is reached, the value that an executive will realize for vested LTIP units will be less than the value of an equal number of shares of our common stock.

        As of March 31, 2016, all of the LTIP units issued prior to 2015 have reached economic parity with the common units and have been converted to common units. None of the LTIP units issued in 2015 or 2016 have achieved such parity.

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        As noted in the Executive Compensation Overview section, we believe our compensation decisions should be evaluated by recognizing that the compensation committee grants equity awards following the end of our fiscal year based on the performance of the prior year and over the longer term. To understand how we pay for performance, equity awards should be aligned with the applicable performance year to which they are related. Using this approach, the total actual compensation for each of the named executive officers serving at the end of 2015, for the three years ended December 31, 2015, as analyzed by the compensation committee is as follows:

Stock Ownership Guidelines

        Our corporate governance guidelines provide ownership guidelines for our directors as well as our executive officers. The guidelines state that each member of the board should hold an amount of our common stock having a value in excess of three times his annual board retainer fee (excluding any portion of the retainer fee representing additional compensation for being a committee chairman), and the chief executive officer should hold an amount of our common stock having a value in excess of six times his annual base salary. The guideline for our president is stock ownership of an amount of our common stock having a value in excess of four times his annual base salary and each other executive is required by our guidelines to hold common stock having a value in excess of three times his annual base salary. The guidelines provide that ownership of common units or LTIP units (including performance LTIP units) in our operating partnership constitute "common stock" for purposes of compliance with the guideline. Any future board member or executive officer will be expected to achieve compliance within three years of being appointed or elected, as applicable. Currently, all of our

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board members and executive officers satisfy our stock ownership guidelines or are within the three-year ramp-up period for compliance.

        As a group, our named executive officers have demonstrated a commitment to the company through long tenure and significant equity ownership levels as a multiple of salary paid to them by our advisor that are well in excess of market best practices.

Tax and Accounting Considerations

        Section 162(m) of the Internal Revenue Code of 1986, as amended, generally precludes a publicly held corporation from a federal income tax deduction for a taxable year for compensation in excess of $1 million paid to our chief executive officer or any of our other named executive officers with the exception of our chief financial officer. Certain performance-based compensation exceptions are available; however, our company is structured such that compensation is not paid and deducted by the corporation, but at the operating partnership level. The IRS has previously issued a private letter ruling holding that Section 162(m) does not apply to compensation paid to employees of a REIT's operating partnership. Consistent with that ruling, we have taken a position that compensation expense paid and incurred at the operating partnership level is not subject to the Section 162(m) limit. As such, the compensation committee does not believe that it is necessary to meet the requirements of the performance-based compensation exception to Section 162(m). As private letter rulings are applicable only for the taxpayer who obtains the ruling, and we have not obtained a private letter ruling addressing this issue, there can be no assurance that the IRS will not challenge our position that Section 162(m) does not apply to compensation paid at the operating partnership level. We also consider the accounting impact of all compensation paid to our executives, and equity awards are given special consideration pursuant to FASB ASC Topic 718.

Adjustment or Recovery of Awards

        Under the company's clawback policy that was adopted in 2012, if the company is required to prepare an accounting restatement due to the material noncompliance of the company with any financial reporting requirements, then the compensation committee, or, in the discretion of the board of directors, any other committee or body of the board of directors consisting only of independent directors, may require any Section 16 reporting officer, as well as any other officer holding the title of senior vice president or a more senior title whose job description includes the function of accounting or financial reporting (each, a "covered officer"), during the three-year period preceding the publication of the restated financial statement to reimburse the company for any annual cash bonus and long-term equity incentive compensation earned during the prior three-year period in such amounts that the independent director committee determines to be in excess of the amount that such covered officer would have received had such compensation been calculated based on the financial results reported in the restated financial statement.

        The independent director committee may take into account any factors it deems reasonable, necessary and in the best interests of the company to remedy the misconduct and prevent its recurrence. In determining whether to seek recoupment of any previously paid excess compensation and how much to recoup from each covered officer, the independent director committee must consider the accountability of the applicable covered officer, any conclusion by the Independent Director Committee whether a covered officer engaged in wrongdoing, committed grossly negligent acts, omissions or engaged in willful misconduct, as well as any failure of the covered officer to report another person's grossly negligent acts, omissions or willful misconduct. In addition, if a covered officer engaged in intentional misconduct or violation of company policy that contributed to the award or payment of any annual cash bonus or long term equity incentive compensation to him or her that is greater than would have been paid or awarded in the absence of the misconduct or violation, the

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independent director committee may take other remedial and recovery action permitted by applicable law, as determined by such committee.

        Under the Dodd-Frank Act, there may be additional recoupment obligations required by the company. When final guidance is available as to these requirements, the company intends to modify its recoupment policies accordingly.

Hedging and Pledging Policies

        Pursuant to our Code of Ethics and Corporate Governance Guidelines, we maintain a policy that prohibits our directors and executive officers from holding company securities in a margin account or pledging company securities as collateral for a loan. "Cashless exercises" of options are required to receive prior approval of our general counsel. Our policy also prohibits our directors and executive officers from engaging in speculation with respect to company securities, and specifically prohibits our executives from engaging in any short-term, speculative securities transactions involving company securities, including in-and-out trading, engaging in short sales or "sales against the box," buying or selling put or call options, and engaging in hedging transactions.

Compensation Risk Assessment

        The compensation committee has overall responsibility for overseeing the risks relating to our compensation policies and practices. The committee uses its independent compensation consultant, Gressle & McGinley, to independently consider and analyze the extent, if any, to which our compensation policies and practices might create risks for the company, as well as policies and practices that could mitigate any risks. After conducting this review in early 2016, the committee has determined that none of our compensation policies and practices create any risks that are reasonably likely to have a material adverse effect on our company.

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COMPENSATION COMMITTEE REPORT

        The compensation committee has reviewed and discussed the compensation discussion and analysis disclosure with Ashford's management, and based on this review and discussion, the compensation committee has recommended to the board of directors that the compensation discussion and analysis be included in this proxy statement.

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SUMMARY COMPENSATION TABLE

        The following table sets forth the compensation paid to or earned by the Chairman of the company's board of directors as well as the company's Chief Executive Officer, Chief Financial Officer and the company's three other most highly compensated executive officers in fiscal years 2015, 2014 and 2013 for services rendered in all capacities.

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GRANTS OF PLAN-BASED AWARDS

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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EQUITY AWARDS VESTED DURING 2015

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POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

Executive Officers

        In connection with the spin-off of Ashford Inc. in November 2014, each executive entered into a new employment agreement with our advisor. As a result, we do not have any obligation to make any payments to the chairman of our board or any named executive officer upon termination of employment or following a change of control other than the acceleration of outstanding equity awards, as reflected in the Outstanding Equity Awards at Fiscal Year-end table above.

        Our equity incentive plan and award agreements provide that stock options, restricted stock and LTIP units will vest upon (i) the termination or removal of the named executive officer by the company without "cause" (as defined therein) or by the named executive officer for "good reason" (as defined therein), (ii) the termination, removal or resignation of the named executive officer for any reason within one year from the effective date of a change in control of the company, or (iii) the death or disability of the named executive officer. The award agreements for the PSUs granted to the named executive officers in 2016 provide for accelerated vesting upon (i) the termination or removal of the named executive officer by the company without cause or by the named executive officer for good reason, or (ii) the death or disability of the named executive officer.

        For the purposes of the plan, the following definitions apply:

        "Cause" has, with respect to any named executive officer, the same definition as in any employment agreement that such named executive officer has with the company, Ashford Inc. or any of their respective affiliates. If such named executive officer is not a party to such an employment agreement, generally, (i) the willful commission of a crime or act that results in substantial economic damage to, or substantial injury to the business reputation of, the company, or an affiliate; (ii) the commission of an act of fraud in the performance of such participant's duties on behalf of the company or an affiliate; or (iii) the continuing willful failure of a participant to perform his or her duties (other than for incapacity due to physical or mental illness) after written notice by the compensation committee and a reasonable opportunity for such participant to be heard and cure such failure.

        A "change of control" of the company is deemed to have occurred when:

          (i)  any person other than (A) the company or any of its subsidiaries, (B) any employee benefit plan of the company or any of its subsidiaries, (C) Remington or an affiliate, (D) a company owned, directly or indirectly, by stockholders of the company in substantially the same proportions as their ownership of the company, or (E) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the beneficial owner, directly or indirectly, of securities of the company representing 30% or more of the shares of voting stock of the company then outstanding; provided, however, that an initial public offering of common stock will not constitute a change of control;

         (ii)  the consummation of any merger, organization, business combination or consolidation of the company or one of its subsidiaries with or into any other company, other than a merger, reorganization, business combination or consolidation which would result in the holders of the voting securities of the company outstanding immediately prior thereto holding securities which represent immediately after such merger, reorganization, business combination or consolidation more than 50% of the combined voting power of the voting securities of the company or the surviving company or the parent of such surviving company;

        (iii)  the consummation of a sale or disposition by the company of all or substantially all of the company's assets, other than a sale or disposition if the holders of the voting securities of the company outstanding immediately prior thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquiror, or

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parent of the acquiror, of such assets, or the stockholders of the company approve a plan of complete liquidation or dissolution of the company; or

        (iv)  individuals who, as of the effective date of the Ashford Hospitality Trust, Inc. 2011 Stock Incentive Plan, constituted our board of directors cease for any reason to constitute at least a majority of our board of directors; provided, however, that any individual becoming a director subsequent to the effective date whose election by our board of directors was approved by a vote of at least a majority of the directors then comprising the board is considered as though such individual were a member of the initial board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than our board of directors.

        "Good reason" has, with respect to a named executive officer, the same definition as in any employment agreement that such named executive officer has with the company. If such named executive officer is not a party to such an employment agreement, "good reason" means termination of employment or service under any of the following circumstances, if the company fails to cure such circumstances within 30 days after receipt of written notice from the participant setting forth a description of such good reason:

        (a)   the removal from or failure to re-elect the named executive officer to the office or position in which he or she last served;

        (b)   the assignment to the named executive officer of any duties, responsibilities, or reporting requirements materially inconsistent with his or her position with the company or any material diminishment, on a cumulative basis, of the named executive officer's overall duties, responsibilities or status;

        (c)   a material reduction by the company in the named executive officer's fees, compensation, or benefits; or

        (d)   the requirement by the company that the principal place of business at which the participant performs his or her duties be changed to a location more than 50 miles from downtown Dallas, Texas.

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AUDIT COMMITTEE

        Our audit committee is governed by a written charter adopted by our board of directors and is composed of three independent directors, each of whom has been determined by our board of directors to be independent in accordance with the rules of the NYSE.

        The following is our audit committee's report in its role as the overseer of the integrity of our financial statements, the financial reporting process, our independent auditor's performance, including their qualification and independence, and our compliance with legal and regulatory requirements. In carrying out its oversight responsibilities, our audit committee is not providing any expert or special assurance as to our financial statements or any professional certification as to the outside auditor's work. This report shall not be deemed to be soliciting material or to be filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act or incorporated by reference in any document so filed.

AUDIT COMMITTEE REPORT

        The audit committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The audit committee meetings include, whenever appropriate, executive sessions with the independent auditors and with Ashford's internal auditors, in each case without the presence of management.

        The audit committee has reviewed and discussed the consolidated financial statements with management and BDO USA, LLP, Ashford's independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of Ashford's consolidated financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. BDO USA, LLP is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

        During the course of the year, management completed the documentation, testing and evaluation of Ashford's system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The audit committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the audit committee received periodic updates provided by management and Ernst & Young, LLP, until their resignation effective upon the filing of our third quarter 10-Q in October 2015, and BDO USA, LLP, from and after their appointment as our lead auditor, at each regularly scheduled audit committee meeting. At the conclusion of the process, management provided the audit committee with, and the audit committee reviewed a report on, the effectiveness of Ashford's internal control over financial reporting. The audit committee also reviewed the report of management contained in Ashford's annual report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC, as well as BDO USA, LLP's Report of Independent Registered Public Accounting Firm included in Ashford's annual report on Form 10-K for the fiscal year ended December 31, 2015 related to its audit of (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The audit committee continues to oversee Ashford's efforts related to its internal control over financial reporting and management's preparation for the evaluation in fiscal year 2015.

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        The audit committee has discussed with BDO USA, LLP the matters required to be discussed with the independent auditors pursuant to Statement on Auditing Standards No. 61, as amended (Communication with the Audit Committees), including the quality of Ashford's accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The audit committee has received the written disclosures and letter from BDO USA, LLP to the audit committee required by the applicable requirements of the Public Company Accounting Oversight Board regarding BDO USA, LLP's communications with the audit committee concerning independence, and has discussed with BDO USA, LLP its independence.

        Taking all of these reviews and discussions into account, the undersigned audit committee members recommended to the board of directors that the board approve the inclusion of Ashford's audited financial statements in Ashford's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for filing with the Securities and Exchange Commission.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

        For purposes of this proxy statement a "beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

          (i)  voting power which includes the power to vote, or to direct the voting of, any class of our voting securities; and/or

         (ii)  investment power which includes the power to dispose, or to direct the disposition of, any class of our voting securities.

Security Ownership of Management

        Listed in the following table and the notes thereto is certain information with respect to the beneficial ownership of our common stock as of April 14, 2016, by (i) each of our directors, (ii) each of our named executive officers and (iii) all of our directors and executive officers as a group. Voting power and investment power in common stock are exercisable solely by the named person. Although Mr. Archie Bennett is no longer a director or executive officer, we continue to include him in this table because of his chairman emeritus status and his relationship to Mr. Monty Bennett.

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Security Ownership of Certain Beneficial Owners

        Listed in the following table and the notes thereto is certain information with respect to the beneficial ownership of our common stock as of April 14, 2016 by the persons known to Ashford to be the beneficial owners of five percent or more of our common stock (our only voting securities), by virtue of the filing of Schedule 13D or Schedule 13G with the Securities and Exchange Commission. To our knowledge, other than as set forth in the table below, there are no persons owning more than five percent of any class of Ashford's common stock. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power.

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Section 16(a) Beneficial Ownership Reporting Compliance

        To our knowledge, based solely on review of the copies of Forms 3, 4 and 5 furnished to us and written representations that no other reports were required, during the year ended December 31, 2015, other than as disclosed herein, all of our directors, executive officers and beneficial owners of more than ten percent of our common stock were in compliance with the Section 16(a) filing requirements. Messrs. Bennett, Welter and Hays may be deemed to have failed to timely file a required Form 4 inasmuch as certain Form 4s that were originally filed on behalf of such individuals incorrectly reported the target number of performance LTIPs subject to performance-based vesting that were awarded rather than the maximum amount granted and subject to forfeiture.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Our Relationship and Agreements with Ashford Inc.

        On November 12, 2014, we completed a spinoff of our asset management and advisory business from our hospitality investment business. We continue to own approximately 29.8% of Ashford Inc. In connection with this spin-off, we entered into an advisory agreement with Ashford Inc., pursuant to which Ashford Inc. (through its operating company Ashford LLC) serves as our advisor and is responsible for implementing our investment strategies and decisions and managing our day-to-day operations, in each case subject to the supervision and oversight of our board of directors. Ashford Inc. may also perform similar services for new or existing platforms created by us, Ashford Inc. or Ashford Prime.

        Our advisory agreement with Ashford Inc. has an initial 10-year term. The advisory agreement is automatically renewed for successive five-year terms after its expiration unless terminated either by us or Ashford Inc. Ashford Inc. is entitled to receive from us an annual base fee, calculated as 0.70% or less of our total market capitalization, subject to a minimum quarterly fee. Ashford Inc. may also be entitled to receive an incentive fee from us based on our out-performance, as measured by our total annual stockholder return compared to our peers. For the year ended December 31, 2015, we paid Ashford Inc. a base fee of approximately $33.8 million.

        In addition, Ashford Inc. is entitled to receive directly or be reimbursed, on a monthly basis, for all expenses paid or incurred by Ashford Inc. or its affiliates on our behalf or in connection with the services provided by Ashford Inc. pursuant to the advisory agreement, which includes our pro rata share of Ashford Inc.'s office overhead and administrative expenses incurred in providing its duties under the advisory agreement. For the year ended December 31, 2015, we reimbursed Ashford Inc. for expenses paid or incurred on our behalf totaling approximately $6.5 million.

        Ashford Inc. agreed, in our advisory agreement, to make future key investments to facilitate the acquisition of properties by us under certain conditions, becoming the asset manager for the acquired property and receiving related asset management and other fees, as applicable. In connection with our June 2015 acquisition of the Le Pavillon Hotel in New Orleans, Louisiana and Ashford Inc.'s engagement to provide hotel advisory services to us, Ashford Inc. will be providing approximately $4.0 million of key money consideration to purchase and lease back to us certain furniture, fixtures and equipment at the Le Pavillon Hotel.

        Our board of directors has the authority to make annual equity awards to Ashford Inc. or directly to its employees, officers, consultants and non-employee directors, based on our achievement of certain financial and other hurdles established by the our board of directors. For the year ended December 31, 2015, we paid equity-based compensation to employees and officers of Ashford Inc., some of whom were also our executive officers, totaling approximately $2.7 million.

        If Ashford Inc. is requested to perform services outside the scope of the advisory agreement, we are obligated to separately pay for such additional services. No such fees for additional services were paid in 2015. Ashford Inc. is also entitled to receive a termination fee from us under certain circumstances upon the termination of our advisory agreement.

Our Relationship and Agreements with Remington

        Our operating partnership has a master management agreement with Remington, pursuant to which Remington operates and manages a significant number of our hotels. Remington is an affiliate of Remington Holdings, LP ("Remington Holdings") and is beneficially owned 100% by our Chairman and Chief Executive Officer, Mr. Monty Bennett, and his father. The fees due to Remington under the management agreement include management fees, project and purchase management fees and other fees, and Mr. Monty Bennett will benefit from the payment by us of such fees to Remington. The

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actual amount of management fees for the properties managed by Remington for the twelve months ended December 31, 2015 were approximately $29.0 million. The actual amount of project and purchase management fees for the same period were approximately $14.3 million. In addition, Remington also managed 21 of the 28 hotels held by the PIM Highland JV in return for a base management fee of 3% of gross revenues and an incentive management fee equal to the lesser of 1% of gross revenues or the amount by which actual house profit exceeds house profit set forth in the annual operating budget, as such terms are defined in the management agreement. During 2015, Remington received from PIM Highland JV a base management fee of $1.3 million and market service fees of $622,000 (which includes project management, purchasing, design and construction management). Remington received no incentive management fee from PIM Highland JV in 2015.

        Further, we and our operating partnership have a mutual exclusivity agreement with Remington and Remington Holdings and our Chairman and Chief Executive Officer, Mr. Monty Bennett, and his father, pursuant to which we have a first right of refusal to purchase lodging investments identified by them that do not meet the investment criteria of Ashford Prime. We also agreed to hire Remington or its affiliates for the management, project management, purchasing, construction, development and other related services for or construction of any hotel which is part of an investment we elect to pursue, unless our independent directors either (i) unanimously vote not to engage Remington, or (ii) based on special circumstances or past performance, by a majority vote elect not to engage Remington because they have determined, in their reasonable business judgment, that it would be in our best interest not to engage Remington or that another manager or developer could perform the duties materially better.

        Additionally, in March 2011, we acquired an interest in the 28-hotel portfolio of Highland Hospitality through a newly formed joint venture with Prudential Real Estate Investors. The joint venture effected a consensual foreclosure and restructuring of certain mezzanine and senior loans on the portfolio. In connection with the debt restructuring, we entered into certain guaranty and indemnity agreements with the senior and mezzanine lenders pursuant to which we have potential recourse liability with respect to the mortgage and mezzanine debt arising from certain events or circumstances caused by or resulting from certain actions of Remington specifically set forth in the related guaranty and indemnity agreements. The maximum aggregate liability we could potentially incur under such guaranty and indemnity agreements is $200,000,000. We have entered into an indemnity agreement with Remington pursuant to which Remington has agreed to indemnify us for any liabilities under the guaranty and indemnity agreements with the senior and mezzanine lenders that arise, directly or indirectly, from specifically identified actions of Remington or any related party. On March 6, 2015, we acquired an approximate 28.26% interest in PIM Highland Holding LLC from Prudential Real Estate Investors so that together with our existing approximate 71.74% interest, we now own 100% of PIM Highland Holding LLC.

        On September 17, 2015, Ashford Inc. entered into an acquisition agreement to acquire 80% of Remington. The acquisition is subject to customary closing conditions, including that the transaction must be approved by Ashford Inc.'s stockholders. The stockholders of Ashford Inc. approved the transaction on April 12, 2016. The acquisition, if completed, will not impact our existing agreements with Remington.

        Because we could be subject to various conflicts of interest arising from our relationship with Remington Holdings, Remington and other parties, to mitigate any potential conflicts of interest, our charter contains a requirement that any transaction or agreement involving us, our wholly owned subsidiaries or our operating partnership and a director or officer of an affiliate of any director or officer will require the approval of a majority of the disinterested directors. Additionally, our board of directors has adopted a policy that requires all management decisions related to the management agreements with Remington to be approved by a majority of the independent directors, except as specifically provided otherwise in the management agreement. Further, our board of directors has also adopted our Code of Business Ethics and Conduct, which includes a policy for review of transactions

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involving related persons, and other potential conflicts of interest. Pursuant to the Code of Business Ethics and Conduct, officers must report any actual or potential conflict of interest involving themselves or others to our general counsel, our chief governance officer or to the chairman of our nominating/corporate governance committee. Directors must make such report to the chairman of our nominating/corporate governance committee.

Our Relationship and Agreements with Ashford Prime

        In November 2013, we completed a taxable pro-rata distribution of our subsidiary, Ashford Prime, to our stockholders. Until July 2015, our operating subsidiary owned approximately 15% of the outstanding common units of the Ashford Prime operating partnership, which were redeemable for shares of common stock of Ashford Prime on a 1-for-1 basis. In July 2015, our operating subsidiary completed a distribution of these common units to its limited partners, including us, we sought redemption of the common units to shares of common stock of Ashford Prime, and completed a pro rata, taxable dividend of the common stock of Ashford Prime to our shareholders. Following this transaction, we no longer own any securities of Ashford Prime.

        We share all of the same executive officers and significant employees as Ashford Prime, and we have one common director, Mr. Monty Bennett, our Chief Executive Officer and Chairman of our board. Mr. Bennett also owns units of Ashford Prime's operating partnership, which are redeemable for cash or, at the option of Ashford Prime, common stock of Ashford Prime, as of November 2014. If Mr. Bennett redeemed all of his units and received common stock of Ashford Prime, he would own in excess of 5% of Ashford Prime's common stock outstanding. Our other officers own units of Ashford Prime's operating partnership, or common stock in Ashford Prime equal to approximately 4% of Ashford Prime's common stock outstanding (if all such units were reduced for common stock).

        In connection with the spin-off of Ashford Prime in 2013, our former subsidiary Ashford LLC entered into an advisory agreement with Ashford Prime, in which it acted as the external advisor to Ashford Prime, and as a result, we received advisory fees from Ashford Prime from the periods from January 1, 2014 through November 12, 2014 and from November 19, 2013 to December 31, 2013. Upon the previously discussed spin-off of Ashford Inc. on November 12, 2014, our subsidiary Ashford LLC became a subsidiary of Ashford Inc., and we no longer received advisory fees from Ashford Prime. During 2015, however, we received $206,100 from the Ashford Prime operating partnership, net, associated with reimbursable expenses in connection with the fees discussed above.

        Additionally, pursuant to the terms of the advisory agreement, Ashford Prime is obligated to indemnify and hold us harmless to the full extent lawful, from and against any and all losses, claims, damages or liabilities of any nature whatsoever with respect to or arising from any of our acts or omissions (including ordinary negligence) in our capacity as Ashford Prime's advisor for the period prior to the Ashford Inc. spin-off during which we served as advisor to Ashford Prime, except with respect to losses, claims, damages or liabilities with respect to or arising out of our gross negligence, bad faith or willful misconduct, or reckless disregard of our duties under the advisory agreement (for which we are obligated to indemnify Ashford Prime).

        Pursuant to the terms of the separation and distribution agreement governing our separation from Ashford Prime, Ashford Prime is obligated to indemnify us against losses arising from:

•

any Ashford Prime liabilities, including the failure by Ashford Prime or its subsidiaries to pay, perform or otherwise promptly discharge any of their liabilities in accordance with their respective terms;



•

any breach by Ashford Prime or its subsidiaries of any provision of the separation and distribution agreement or any ancillary agreement, subject to certain limitations; and

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•

our continuing guaranty of (i) any debt secured by any of the initial hotel properties conveyed to Ashford Prime in connection with the separation and distribution or (ii) any management agreement or franchise matters related to any of such initial hotel properties;

        We have agreed to indemnify Ashford Prime and its subsidiaries against losses arising from:

•

any of our liabilities, including the failure by us or our subsidiaries to pay, perform or otherwise promptly discharge any of our liabilities in accordance with their respective terms;



•

any breach by us or our subsidiaries of any provision of the separation and distribution agreement or any ancillary agreement, subject to certain limitations; and



•

certain taxes of the entities that directly or indirectly, wholly or jointly, own the initial Ashford Prime hotel properties and the related taxable REIT subsidiaries for tax periods prior to the effective date of the separation and distribution.

        Finally, pursuant to a right of first offer agreement, we have granted Ashford Prime a first right to acquire certain subject hotels, to the extent our board of directors determines to market and sell the hotel, subject to any prior rights of the managers of the hotel or other third parties and limitations associated with certain of our hotels held in a joint venture. Likewise, Ashford Prime has agreed to give us a right of first offer with respect to any properties that we acquire in a portfolio transaction, to the extent its board of directors determines it is appropriate to market and sell such assets and Ashford Prime controls the disposition, provided such assets satisfy our investment guidelines. Any such right of first offer granted to us will be subject to certain prior rights, if any, granted to the managers of the related properties or other third parties.

Our Relationship and Agreements with AIM

        In June 2015, for consideration of certain marketable securities, we obtained a 52.4% ownership interest in AIM Real Estate Hedged Equity (U.S.) Fund, LP (the "REHE Fund") with a carrying value of approximately $56.0 million. The REHE Fund is managed by Ashford Investment Management, LLC ("AIM"), an indirect subsidiary of Ashford Inc. The REHE Fund invests substantially all of its assets in the AIM Real Estate Hedged Equity Master Fund, LP (the "Master Fund"), and as a consequence of our investment in the REHE Fund, we obtained an indirect interest in the Master Fund. Our maximum exposure of loss is limited to our investment in the REHE Fund. As of December 31, 2015, we owned an approximate 52.4% ownership interest in the REHE Fund.

        By way of our investment in AIM, we have delegated to AIM all of our investment powers, duties and responsibilities with regard to the investment and reinvestment of the assets we invested in the REHE Fund. The REHE Fund has appointed AIM as its agent in fact with full authority to buy, sell or otherwise effect investment transactions for the assets it has invested in the REHE Fund. We retain no rights to dispose or vote the securities held by the REHE Fund.

        AIM is not compensated for its services pursuant to the investment management agreement with respect to any assets invested by us; however, the REHE Fund does reimburse AIM for certain expenses related to the investment management services provided by AIM to the REHE Fund and those expenses are indirectly borne by us.

        Effective as of March 1, 2016, the REHE Fund changed its name to Ashford Quantitative Alternatives (U.S.) LP and the Master Fund changed its name to Ashford Quantitative Alternatives Master Fund, LP.

        Mr. Monty J. Bennett, our Chief Executive Officer and Chairman, owns 25% of AIM Performance Holdco, L.P. ("AIM Performance Holdco"), a Delaware limited partnership that owns a 99.99% limited partnership interest in the general partner of the private investment funds managed by AIM. Mr. J. Robison Hays III, our Chief Strategy Officer, owns 15% of AIM Performance Holdco.

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Ashford LLC directly and indirectly holds the remaining equity interests in AIM Performance Holdco. The collective 40% equity interest held by Messrs. Bennett and Hays in AIM Performance Holdco results in an indirect ownership of a 40% equity interest in the general partner of the private investment funds managed by AIM, or any affiliates that are created by Ashford LLC to serve as the general partner of such private investment funds.

        During 2015, Mr. Monty J. Bennett also owned 25% of AIM Management Holdco, LLC ("AIM Management Holdco"), a Delaware limited liability company that is the sole member of AIM, and Mr. J. Robison Hays III owned 15% of AIM Management Holdco, while Ashford LLC held the remaining equity interests in such entity. Over time during the first quarter of 2016, Ashford LLC contributed capital to AIM Management Holdco in exchange for equity interests in such entity sufficient to dilute Messrs. Bennett's and Hays' ownership in AIM Management Holdco to effectively zero. The equity interests held by Messrs. Bennett and Hays in AIM Performance Holdco remained unchanged.

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PROPOSAL NUMBER TWO—RATIFICATION OF THE APPOINTMENT OF
BDO USA, LLP AS OUR INDEPENDENT AUDITORS

        We are asking our stockholders to ratify our audit committee's appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. BDO USA, LLP has audited our financial statements as of and for the year ended December 31, 2015. Ernst & Young LLP served as our independent registered public accounting firm during 2015 until their resignation effective upon the filing of our third quarter Form 10-Q. Stockholder ratification of the selection of BDO USA, LLP as our independent registered public accounting firm is not required by our bylaws or otherwise. However, our board of directors is submitting the selection of BDO USA, LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the company and our stockholders.

        The reports of Ernst & Young LLP on our financial statements for the years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty or audit scope. During our fiscal years ended December 31, 2014 and 2013 and the subsequent interim period through September 25, 2015, the date on which Ernst & Young LLP notified our audit committee of their resignation as our independent auditor, there were (i) no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young LLP would have caused it to make reference to the subject matter of the disagreements in connection with its report, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. Ernst & Young LLP furnished us with a letter to addressed to the SEC stating its agreement with the above statements.

        During the fiscal years ended December 31, 2014 and 2013, and the subsequent interim period through September 25, 2015, neither the company nor anyone acting on its behalf consulted with BDO USA, LLP regarding either (1) the application of accounting principles to any specific completed or proposed transaction, or the type of audit opinion that might be rendered on our financial statements, nor did BDO USA, LLP provide written or oral advice to us that it concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

        Our audit committee is responsible for appointing, setting compensation, retaining and overseeing the work of our independent registered public accounting firm. Our audit committee pre-approves all audit and non-audit services provided to us by our independent registered public accounting firm. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. The audit committee has delegated pre-approval authority to its chairperson when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The audit committee approved all fees paid to BDO USA, LLP since their appointment with no reliance placed on the de minimis exception established by the SEC for approving such services.

        Services provided by Ernst & Young LLP during 2014 and 2015 until their resignation and by BDO USA, LLP since their appointment included the audits of our annual financial statements and the financial statements of our subsidiaries. Services also included the review of unaudited quarterly

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financial information in accordance with PCAOB standards; review and consultation regarding filings with the SEC and the Internal Revenue Service; and consultation on financial and tax accounting and reporting matters. During the years ended December 31, 2015 and 2014, fees incurred related to our principal accountants, Ernst & Young LLP and BDO USA, LLP, applicable, consisted of the following:

        "Audit Fees" include fees and related expenses for professional services rendered in connection with audits of our annual financial statements and the financial statements of our subsidiaries, reviews of our unaudited quarterly financial information, reporting on the effectiveness of our internal controls over financial reporting and reviews and consultation regarding financial accounting and reporting matters and our filings with the SEC.

        "Audit-Related Fees" include fees and related expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements that are not Audit Fees.

        "Tax Fees" include fees and related expenses billed for tax compliance services and federal and state tax advice and planning.

        "All Other Fees" include fees and related expenses for products and services that are not Audit Fees, Audit-Related Fees or Tax Fees.

        Our audit committee has considered all fees provided by the independent auditors to us and concluded this involvement is compatible with maintaining the auditors' independence.

        Representatives of BDO USA, LLP will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. Representatives of Ernst & Young LLP will not be present at the annual meeting.

        The board of directors unanimously recommends a vote FOR approval of Proposal Number Two, the ratification of the appointment of BDO USA, LLP as our independent auditors for the year ending December 31, 2016.

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PROPOSAL NUMBER THREE—ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

        We are providing stockholders an opportunity to cast a non-binding advisory vote on executive compensation (sometimes referred to as "say on pay"). This proposal allows the company to obtain the views of stockholders on the design and effectiveness of our executive compensation program. Your advisory vote will serve as an additional tool to guide the compensation committee and our board in continuing to improve the alignment of our executive compensation programs with the interests of the company and our stockholders.

        Section 14A of Exchange Act and related SEC rules now require that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. We must provide this opportunity to our shareholders at least once every three years; however, following the recommendation of our shareholders, our board of directors has chosen to hold this vote every year.

        During 2015, our named executive officers were employees of Ashford Inc. While our named executive officers were paid cash compensation by Ashford, Inc., they (as well as employees of our advisor) continue to be eligible to receive equity awards under our equity incentive plan. We do not provide any other compensation or employee benefit plans for our named executive officers.

        The board of directors believes the equity compensation program for our named executive officers should follow a pay for performance philosophy. Following the 2015 say on pay vote, the company and the compensation committee engaged in a comprehensive process of shareholder engagement to understand and address any concerns about our executive compensation program. Based on these discussions, the compensation committee took the following actions in 2015 and early 2016:

•

engaged a new independent compensation consultant to advise the committee on market pay levels and best practices in compensation;



•

approved a new equity program for the company's executive officers where at least one-half of the shares awarded would be performance-based that will vest based on the company's three-year Total Shareholder Return (TSR), beginning with grants made in 2016. The other one-half is eligible to be earned based on a formulaic assessment of prior year performance against business objectives established by the board of directors;



•

revised the company's anti-pledging policy to prohibit all pledging of company securities by officers and directors;



•

enhanced the disclosure of compensation paid by our advisor to our named executive officers in this proxy; and



•

reduced the value of equity awarded to our named executive officers in 2016 for 2015 performance by approximately 40% from last year.

        In deciding how to vote on this proposal, the board encourages you to read the Compensation Discussion & Analysis section beginning on page 24 of this proxy statement. The board of directors recommends stockholder approval of the following resolution:

        RESOLVED, that the company's stockholders hereby approve, on an advisory basis, the compensation of the named executive officers of Ashford as disclosed in the company's proxy statement for the 2016 annual meeting of stockholders, in accordance with the SEC's compensation disclosure rules.

        Because your vote is advisory in nature, it will not have any effect on compensation already paid or awarded to any of our executive officers and will not be binding on our board. However, the compensation committee will take into account the outcome of this advisory vote when considering future executive compensation decisions.

        The board of directors unanimously recommends a vote FOR approval of Proposal Number Three, advisory approval of our executive compensation.

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OTHER PROPOSALS

        The proxies intend to exercise their discretionary authority to vote on any stockholder proposals submitted at the 2016 annual meeting as permitted by Rule 14a-4(c) promulgated under the Exchange Act and not included in this proxy statement. For a stockholder proposal to be considered for inclusion in the company's proxy statement for the 2017 annual meeting of stockholders, our corporate secretary must receive the written proposal at our principal office, no later than the close of business on December 26, 2017. Such proposals also must comply with SEC regulations Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to the attention of Investor Relations at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

        As to any proposal that a stockholder intends to present at the 2017 annual meeting of stockholders other than by inclusion in our proxy statement, the proxies named in management's proxy for that annual meeting of stockholders will be entitled to exercise their discretionary authority on that proposal unless we receive notice of the matter to be proposed no earlier than December 26, 2016 and no later than January 25, 2017. Even if the proper notice is received timely, the proxies named in management's proxy for that annual meeting of stockholders may nevertheless exercise their discretionary authority with respect to such matter by advising stockholders of such proposal and how they intend to exercise their discretion to vote on such matter, unless the stockholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange Act.

        All stockholder proposals must be in full compliance with our bylaws to be eligible for inclusion in our proxy or presentation to our stockholders.

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ADDITIONAL INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the SEC at 100 F Street N.E., Washington, DC 20549-1090. You may read and copy any reports, statements or other information we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at (800) SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and on the website maintained by the SEC at www.sec.gov. We make available on our website at www.ahtreit.com, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, press releases, charters for the committees of our board of directors, our Board of Directors Guidelines, our Code of Business Conduct and Ethics, our Financial Officer Code of Conduct and other company information, including amendments to such documents as soon as reasonably practicable after such materials are electronically filed or furnished to the SEC or otherwise publicly released. Such information will also be furnished upon written request to Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling (972) 490-9600.

        The SEC allows us to "incorporate by reference" information into this proxy statement. That means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this proxy statement, except to the extent that the information is superseded by information in this proxy statement.

        This proxy statement incorporates by reference the information contained in our Annual Report on Form 10-K for the year ended December 31, 2015. We also incorporate by reference the information contained in all other documents we file with the SEC after the date of this proxy statement and prior to the annual meeting. The information contained in any of these documents will be considered part of this proxy statement from the date these documents are filed.

        Any statement contained in this proxy statement or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this proxy statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement.

        You should rely only on the information contained in (or incorporated by reference into) this proxy statement to vote on each of the proposals submitted for stockholder vote. We have not authorized anyone to provide you with information that is different from what is contained in (or incorporated by reference into) this proxy statement. This proxy statement is dated April 25, 2016. You should not assume that the information contained in this proxy statement is accurate as of any later date.

April 25, 2016

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