Braemar’s Boardroom Battle: Shareholder Revolt Over Advisor Influence

PEMBROKE, Bermuda – June 02, 2026 – A simmering conflict over corporate governance at Braemar Hotels & Resorts Inc. has erupted into a full-blown shareholder rebellion. Al Shams Investments, the luxury hotel REIT's largest shareholder, issued a public letter today demanding that the company’s outside directors immediately call the 2026 Annual Meeting, accusing the board of ceding its independence to its external advisor, Ashford Inc.

The move escalates a months-long campaign by Al Shams, which has voiced “grave concerns regarding the oversight, judgment and independence” of Braemar’s board. The letter follows a stunning board reshuffle last week that saw the appointment of another senior Ashford executive, a move Al Shams claims has solidified the advisor's control and created untenable conflicts of interest at a critical moment for the company.

A Question of Independence

At the heart of the dispute is the complex and often controversial relationship between Braemar and Ashford Inc. Braemar operates as an externally managed Real Estate Investment Trust (REIT), paying Ashford substantial fees to provide advisory and management services. This structure is further complicated by the fact that several key executives, including Chairman Monty J. Bennett, hold leadership roles at both entities.

Al Shams’s latest salvo was triggered by Braemar’s announcement that two outside directors had resigned. In their place, the board appointed Eric Batis, the Chief Operating Officer of Ashford Inc. This decision, made unilaterally by the board, has pushed the representation of Ashford-affiliated executives to a level Al Shams claims is over 40% of the board seats. With executives from the advisor now occupying roles including CEO, COO, and Senior Managing Director, the lines between the company and its paid advisor have become dangerously blurred.

“We cannot fathom how you, the remaining outside directors... concluded that the right and proper response to the resignation of two outside directors was the appointment of a third Ashford employee,” Al Shams stated in its letter. The investment firm argues this move directly contradicts shareholder demands for greater independence and demonstrates a “stunning lack of humility.”

The timing of the resignations adds another layer of concern. The two departing directors, Stefani Danielle Carter and Rebecca Musser, chaired the Related Party Transaction Committee and the Audit Committee, respectively. These are the very committees responsible for providing critical oversight on conflicts of interest—precisely the issue now at the forefront of the shareholder dispute.

A History of Discontent

Today’s public demand is not an isolated incident but the culmination of years of growing shareholder dissatisfaction. The voting results from Braemar's 2025 Annual Meeting, held in December, painted a clear picture of dissent. Director Stefani Carter, who recently resigned, received significantly more votes “Against” her re-election than “For.” Chairman Monty J. Bennett also faced a substantial protest vote, with over 15 million shares voted against his directorship.

Al Shams argues these results represent a clear loss of confidence from the company’s owners. “We believe those voting results represent a clear message: shareholders have lost confidence in the Board’s ability to oversee the Company,” the letter asserts. “In our view, the Board no longer has a mandate to govern.”

This sentiment echoes earlier concerns. Following the 2024 annual meeting, Al Shams pointed out that two directors had failed to win majority support from shareholders unaffiliated with Ashford Inc., suggesting that the advisor's own voting power was crucial in keeping them on the board. The pattern of opposition indicates a deep-seated belief among independent shareholders that the board is not adequately serving their interests, but rather those of its external manager.

The $480 Million Shadow

Looming over this governance crisis is Braemar’s ongoing strategic review, a process that could have massive financial implications for both shareholders and Ashford Inc. The board announced in 2025 that it was exploring alternatives to enhance shareholder value, including a potential sale of the entire company. However, the process has more recently shifted toward individual asset sales, such as the recent $176 million sale of the Park Hyatt Beaver Creek Resort & Spa.

This strategic pivot is critical because of a clause in the advisory agreement with Ashford. Research into the company's filings reveals that a “Company Sale Transaction” could trigger a staggering termination fee of $480 million payable to Ashford. This payment, as structured, would be made from sale proceeds before any distributions to Braemar’s own shareholders, effectively placing the advisor in a super-priority position.

Al Shams warns that the piecemeal sale of hotels could inadvertently trigger this massive payment, draining value that rightfully belongs to shareholders. The firm’s letter highlights the profound conflict of interest at play: a board, now with even greater representation from its advisor, is overseeing strategic decisions that could result in a nearly half-billion-dollar windfall for that same advisor. “That the two departing directors include the Chair of the Related Party Transaction Committee and the Chair of the Audit Committee... only heightens our concern that the primary beneficiaries of the Company’s strategic review process will be Monty and Archie Bennett,” Al Shams wrote.

A Proxy Fight on the Horizon

With trust in the current board shattered, Al Shams is forcing the issue by demanding a shareholder meeting to reconstitute the board with “credible fiduciaries.” The firm has stated it has already identified a slate of “exceptionally accomplished candidates” and intends to file a formal proxy statement to allow shareholders to vote on new leadership.

This sets the stage for a contentious proxy battle for control of Braemar's future. Al Shams is calling on the four remaining outside directors to use their majority power to schedule the meeting, with or without the approval of the Ashford-affiliated directors. The letter ends with a stark ultimatum, challenging the independent directors to either demonstrate their fiduciary commitment or step aside.

“If you are unwilling to provide the independent oversight that shareholders deserve,” Al Shams concluded, “you should follow the examples of Mses. Carter and Musser and resign.”