Braemar’s Biggest Shareholder Wants Shakeup

Braemar Hotels & Resorts’ largest shareholder is pushing to overhaul the company’s board, arguing a potential hotel selloff could enrich an adviser tied to Chair Monty Bennett while wiping out value for public investors.

Al Shams Investments accused the luxury hotel REIT’s board of overseeing a sale process riddled with conflicts of interest, according to a letter sent to the company’s independent directors. The investor is now preparing to nominate an alternative slate of directors at Braemar’s 2026 annual meeting, Bisnow reported.

The dispute centers on Braemar’s ongoing strategic review, which initially focused on a sale of the company but has increasingly shifted toward piecemeal hotel dispositions. Braemar chief executive officer Richard Stockton told investors in February that the company had expanded its strategy to include potential individual asset sales alongside a broader company sale process.

At least one deal is already moving: Braemar said last month that it agreed to sell the Park Hyatt Beaver Creek Resort & Spa in Colorado for $176 million.

But Al Shams claims additional sales could trigger a massive termination payment to Ashford Inc., Braemar’s external adviser controlled by Bennett. According to the shareholder letter, provisions in Braemar’s advisory agreement could classify a series of hotel sales as a “change of control,” effectively terminating the agreement and requiring a payout exceeding $480 million.

That figure is particularly striking given Braemar’s public market valuation.

The “strategic review process is rife with potential and actual conflicts of interest,” the investor wrote, arguing that any payout to Ashford would be made before shareholders received proceeds from asset sales.

The shareholder also warned that selling only a handful of hotels could cross the thresholds embedded in the advisory agreement. Under the contract terms cited in the letter, dispositions totaling more than 20 percent of Braemar’s gross asset value within a year — or 30 percent over three years — could trigger the termination provisions.

Braemar has not publicly responded to the accusations.

Bennett has long been one of hospitality real estate’s more polarizing figures, having built a web of interconnected lodging companies including Braemar, Ashford Inc. and Ashford Hospitality Trust. The latter was also exploring a potential company sale at the end of last year.

— Holden Walter-Warner