Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

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.          )

Table of Contents

2018 Proxy Statement
Annual Meeting of Stockholders

Tuesday, July 3, 2018
9:00 a.m., Central Time

Dallas/Fort Worth Airport Marriott
8440 Freeport Pkwy
Irving, Texas 75063

Table of Contents

May 23, 2018

Dear Stockholders of Braemar Hotels & Resorts Inc.:

        On behalf of the Board of Directors of Braemar Hotels & Resorts Inc., I cordially invite you to attend the 2018 annual meeting of stockholders of your company, which will be held at 9:00 a.m., Central time, on Tuesday, July 3, 2018, at the Dallas/Fort Worth Airport Marriott, which is located at 8440 Airport Freeway in Irving, Texas.

        In 2017, we committed to focus on investing solely in the luxury chain scale segment. As part of this refined strategy, in 2017 and early 2018, we completed the acquisition of the Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado, the Hotel Yountville in Yountville, California and the Ritz-Carlton Sarasota in Sarasota, Florida. We also sold the Marriott Plano Legacy Town Center in Plano, Texas and signed a definitive agreement to sell the Renaissance Tampa in Tampa, Florida, in order to dispose non-core assets that no longer fit our strategy. Further, we began repositioning the two other assets we identified as non-core—the Courtyard Philadelphia Downtown and the Courtyard San Francisco Downtown—by reaching an agreement to convert and upbrand both of those hotels to Autograph Collection properties. We now have the highest RevPAR in the lodging REIT sector and the highest quality hotel portfolio available to public market REIT investors.

        In 2017, we completed public offerings of both our common stock as well as our convertible preferred stock, raising approximately $105 million in net proceeds used to grow the Company. We also took advantage of favorable credit markets, financing and re-financing certain of our hotels opportunistically to lower our interest expense and extend debt maturities. In January 2017, we increased our quarterly cash dividend by 33%, from $0.12 per diluted share to $0.16 per diluted share. In December 2017, we provided our 2018 dividend guidance, and during 2018 we expect to distribute a quarterly cash dividend of $0.16 per common share, subject to quarterly Board approval. This equates to an annual rate of $0.64 per diluted share, representing a 6.1% yield based on the closing stock price on May 18, 2018.

        Also, in early 2018 we introduced our new name (Braemar Hotels & Resorts Inc.) and branding to further establish our identity in the capital markets.

        Our business is managed with the oversight and direction of our Board of Directors, which regularly considers the optimal strategy for the strategic advancement and growth of our Company and the long-term interests of our stockholders. When making decisions, our Board of Directors considers the views of our stockholders. To understand our stockholders' views about our Company, our management team conducts outreach and engagement with our stockholders throughout the year and regularly provides our Board with management's summaries of stockholder feedback. In our latest effort to promote transparency and accountability, we have redesigned our proxy statement for 2018 to make the information in it more accessible to, and understandable by, investors.

        We encourage you to review the proxy statement and to return your proxy card as soon as possible so that your shares will be represented at the meeting.

Thank you.

Sincerely,

Monty J. Bennett
Founder and Chairman of the Board

Table of Contents

Notice of 2018 Annual Meeting of Stockholders

Agenda

1.

Election of six directors;



2.

Ratification of the appointment of BDO USA, LLP as our independent auditors for 2018; and



3.

Transaction of any other business that may properly come before the annual meeting.

Record Date

        You may vote at the 2018 annual meeting of stockholders the shares of common stock of which you were a holder of record at the close of business on May 15, 2018.

Review your proxy statement and vote in one of the four ways:

•

In person: Attend the annual meeting and vote by ballot.



•

By telephone: Call the telephone number and follow the instructions on your proxy card.



•

Via the internet: Go to the website address shown on your proxy card and follow the instructions on the website.



•

By mail: Mark, sign, date and return the enclosed proxy card in the postage-paid envelop.

		By order of the Board of Directors,
		Deric S. Eubanks, Chief Financial Officer

14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
May 23, 2018

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

        IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 3, 2018.

        The Company's Proxy Statement for the 2018 Annual Meeting of Stockholders, the Annual Report to Stockholders for the fiscal year ended December 31, 2017, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as amended, are available at www.bhrreit.com by clicking "INVESTOR," then "Financial Reports & SEC Filings," and then "Annual Meeting Material."

ii

Table of Contents

SUMMARY

        This summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider in determining how to vote your shares of our common stock at the 2018 annual meeting of stockholders of the Company. We urge you to read the entire proxy statement before you vote. This proxy statement was first mailed to stockholders on or about May 23, 2018.

        We are providing these proxy materials in connection with the solicitation by the Board of Directors of Braemar Hotels & Resorts Inc. of proxies to be voted at our 2018 annual meeting of stockholders.

        In this proxy statement:

•

"we," "our," "us," "Braemar," and the "Company" each refers to Braemar Hotels & Resorts Inc. (formerly known as Ashford Hospitality Prime, Inc.), a Maryland corporation and real estate investment trust ("REIT"), which has shares of its common stock, par value $0.01 per share, listed for trading on the New York Stock Exchange ("NYSE") under the ticker symbol "BHR";



•

"Annual Meeting" refers to the 2018 annual meeting of stockholders of the Company;



•

"Ashford Trust" refers to Ashford Hospitality Trust, Inc. (NYSE: AHT), a Maryland corporation and REIT, from which we were spun off in November 2013;



•

"Ashford Inc." refers to Ashford Inc. (NYSE American: AINC), a Maryland corporation that was spun off from Ashford Trust in November 2014;



•

"Ashford LLC" refers to Ashford Hospitality Advisors LLC, a Delaware limited liability company and a subsidiary of Ashford Inc.;



•

"Board" refers to the Board of Directors of Braemar Hotels & Resorts Inc.; and



•

"Remington" refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company that is the property management company of certain of our hotels. Remington is owned by Mr. Monty J. Bennett, Chairman of our Board, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust. Mr. Monty Bennett also serves as the Chief Executive Officer of Remington, Chief Executive Officer and Chairman of the Board of Directors of Ashford Inc. and Chairman of the Board of Directors of Ashford Trust.

        Ashford Inc. and Ashford LLC together serve as our external advisor. In this proxy statement, we refer to Ashford Inc. and Ashford LLC collectively as our "advisor."

Annual Meeting of Stockholders

1

Table of Contents

Voting Matters

Board Nominees

        The following table provides summary information about each director nominee. All directors of the Company are elected annually by a majority of the votes cast at the Company's annual meeting of stockholders.

						Committee Memberships*
		Director Since												Other U.S. Public Company Boards
Name; Age				Principal Occupation		A		C		NCG		RPT
Monty J. Bennett, 53		2013		Chairman and CEO of Ashford Inc.; Chairman of Ashford Trust; CEO of Remington										Ashford Inc., Ashford Trust
Stefani D. Carter, 40		2013		Senior Counsel at the law firm of Estes Thorne & Carr PLLC
Kenneth H. Fearn, 52		2016		Founder and Managing Partner of Integrated Capital LLC		F
Curtis B. McWilliams, 62 (L)		2013		Retired President and CEO of CNL Real Estate Advisors, Inc.		F								Ardmore Shipping Corporation
Matthew D. Rinaldi, 42		2013		General Counsel of Qantas Healthcare Management, LLC and its affiliated medical facilities; elected representative of Texas House District 115
Abteen Vaziri, 39		2017		Director at Greystone & Co.

---

2

Table of Contents

Summary of Director Diversity and Experience

        Our Board embodies a broad and diverse set of experiences, qualifications, attributes and skills. Below is a brief summary of some of the attributes, skills and experience of our director nominees. For a more complete description of each director nominee's qualifications, please see their biographies starting on page 7.

Corporate Governance Highlights

        We are committed to the values of effective corporate governance and high ethical standards. Our Board believes that these values are conducive to the strong performance of the Company and creating long-term stockholder value. Our governance framework gives our independent directors the structure necessary to provide oversight, direction, advice and counsel to the management of the Company. This framework is described in more detail in our Corporate Governance Guidelines and codes of conduct, which can be found in the governance documents section of our website at www.bhrreit.com. As reflected below, in recent years, we have made a number of improvements to our corporate governance framework.

3

Table of Contents

4

Table of Contents

5

Table of Contents

PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS

        All of our directors are elected annually by our stockholders. Our Nominating and Corporate Governance Committee has recommended, and our Board has nominated, for re-election all six persons currently serving as directors of the Company. Each of the persons nominated as director who receives a majority vote at the Annual Meeting will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified.

        Although six individuals have been nominated as candidates for election as directors of the Company at the Annual Meeting, in accordance with the Company's bylaws our Board has set the size of our Board as eight directors. Our settlement agreement, dated February 16, 2017, with Sessa Capital (Master), L.P., Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, and John Petry ("Sessa Capital") provided that two designees of Sessa Capital would be appointed or elected to our Board. The designees of Sessa Capital, Mr. Daniel B. Silvers and Mr. Lawrence A. Cunningham, were elected as directors of the Company at our annual meeting of stockholders held on June 9, 2017. The Sessa Capital settlement agreement required the designees of Sessa Capital elected as directors of the Company to enter into a confidentiality agreement with the Company that is similar in all material respects to the confidentiality agreement executed by the Company's other directors. Messrs. Silvers and Cunningham each refused to enter into such a confidentiality agreement with the Company. Following receipt of notice from the Company that he was in violation of our Corporate Governance Guidelines, which specifically require all directors to enter into the confidentiality agreement approved by our Nominating and Corporate Governance Committee and the Board, which notice further stated that Mr. Silvers' and Mr. Cunningham's refusal to enter into the confidentiality agreement constituted a breach of the Sessa Capital settlement agreement, each of Mr. Silvers and Mr. Cunningham resigned as a director of the Company on July 6, 2017. As of the date of this proxy statement, the Company had not received any notice from Sessa Capital regarding the designation of any other individuals for election or for appointment as directors of the Company.

        On September 5, 2017, our Board appointed Mr. Abteen Vaziri as a director of the Company, which appointment became effective on October 1, 2017. In addition, on September 5, 2017, our Board accepted Ms. Sarah Zubiate Darrouzet's resignation from the Board, which resignation became effective October 1, 2017.

        Under the terms of our bylaws, in uncontested elections of directors of our Company, a nominee is elected as a director by the affirmative vote of a majority of the votes cast in the election for that nominee (with abstentions and broker nonvotes not counted as a vote cast either for or against that director's election), at the meeting of stockholders at which such election occurs. Under our Corporate Governance Guidelines, if an incumbent director who is a nominee for reelection does not receive the affirmative vote of the holders of a majority of the shares of common stock so voted for such nominee, such incumbent director must promptly tender his or her resignation as a director, for consideration by the Nominating and Corporate Governance Committee of the Board and ultimate decision by the Board. The Nominating and Corporate Governance Committee will promptly consider any such tendered resignation and will make a recommendation to the Board as to whether such tendered resignation should be accepted or rejected, or whether other action should be taken with respect to such offer to resign. Any incumbent director whose tendered resignation is under consideration may not participate in any deliberation or vote of the Nominating and Corporate Governance Committee or the Board regarding such tendered resignation. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept, reject or take other action with respect to any such tendered resignation. Within ninety (90) days after the date on which certification of the stockholder vote on the election of directors is made, the Board will publicly disclose its decision and rationale regarding whether to accept, reject or take other action with respect to the tendered resignation. If any incumbent director's tendered resignation is not accepted by

6

Table of Contents

the Board, such director will continue to serve until the next annual meeting of stockholders and until his or her successor is elected and qualified or his or her earlier death or resignation.

        Set forth below are the names, principal occupations, committee memberships, ages, directorships held with other companies, and other biographical data for each of the six nominees for director, as well as the month and year each nominee first began his or her service on the Board. For a discussion of such person's beneficial ownership of our common stock, 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 the Board does not presently expect, the Board reserves the right to nominate substitute nominees prior to the Annual 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 "Exchange Act").

        The Board unanimously recommends a vote FOR all nominees.

Nominees for Election as Directors

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

Summary of Director Qualifications, Skills, Attributes and Experience

        Our Nominating and Corporate Governance Committee and the full Board believe a complementary mix of diverse qualifications, skills, attributes, and experiences will best serve the Company and its stockholders. The summary of our directors' qualifications, skills, attributes and experiences that appears below, and the related narrative for each director nominee appearing in the directors' biographies above, notes some of the specific experience, qualifications, attributes, and skills for each director that the Board considers important in determining that each nominee should serve on the Board in light of the Company's business, structure, and strategic direction. The absence of a checkmark for a particular skill does not mean the director in question is unable to contribute to the decision-making process in that area.

13

Table of Contents

CORPORATE GOVERNANCE

        The Board is committed to corporate governance practices that promote the long-term interests of our stockholders. The Board regularly reviews developments in corporate governance and updates the Company's corporate governance framework, including its corporate governance policies and guidelines, as it deems necessary and appropriate. Our policies and practices reflect corporate governance initiatives that comply 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 the Board, 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.bhrreit.com by clicking "INVESTOR" and then "CORPORATE GOVERNANCE."

Code of Business Conduct and Ethics

        Our Code of Business Conduct and Ethics applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as well as our other officers and our directors and to Ashford Inc.'s and Ashford LLC's personnel when such individuals are acting for us or on our behalf. Among other matters, our Code of Business Conduct and Ethics is designed to deter wrongdoing and to promote:

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;



•

full, fair, accurate, timely and understandable disclosure in our public communications;



•

compliance with applicable governmental laws, rules and regulations;



•

prompt internal reporting of violations of the code to appropriate persons identified in the code; and



•

accountability for adherence to the code.

        Any waiver of the Code of Business Conduct and Ethics for our officers or directors may be made only by the Board or one of the Board committees and will be promptly disclosed if and to the extent required by law or stock exchange regulations.

Board Leadership Structure

        The Board regularly considers the optimal leadership structure for the Company and its stockholders. In making decisions related to our leadership structure, the Board considers many factors, including the specific needs of the Company in light of its current strategic initiatives and the best interests of stockholders.

        Mr. Monty J. Bennett served as Chairman of the Board as well as our Chief Executive Officer from November 2013 until November 14, 2016, when the Board decided to separate those roles and appointed Mr. Richard J. Stockton to serve as our Chief Executive Officer. Mr. Bennett has continued to serve as Chairman of the Board since that time.

        To further minimize the potential for future conflicts of interest, our bylaws and our Corporate Governance Guidelines. as well as the NYSE rules applicable to its listed companies, require that the Board must maintain a majority of independent directors at all times, and our Corporate Governance Guidelines require that if the Chairman of the Board is not an independent director, at least two-thirds of the directors must be independent. Currently, all of our directors other than Mr. Bennett are independent directors. The Board must also comply with each of our conflict of interest policies

14

Table of Contents

discussed in "Certain Relationships and Related Party Transactions—Conflict of Interest Policy." Our bylaw provisions, governance policies and conflicts of interest policies are designed to provide a strong and independent Board and ensure independent director input and control over matters involving potential conflicts of interest.

        Under our Corporate Governance Guidelines, in 2017, the Board re-appointed Mr. Curtis B. McWilliams to serve as the lead independent director for a one-year term. The lead director has the following duties and responsibilities:

•

preside at all meetings of the Board at which the Chairman of the Board is not present and all executive sessions of the independent or non-employee directors of the Company;



•

advise the Chairman of the Board and the Chief Executive Officer of decisions reached and suggestions made at meetings of independent directors or non-employee directors of the Company;



•

serve as liaison between the Chairman of the Board and the independent directors;



•

approve information sent to the Board;



•

approve meeting agendas for the Board;



•

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



•

authorize the calling of meetings of the independent directors; and



•

if requested by major stockholders, be available for consultation and direct communication.

        The Board believes that our leadership structure provides a very well-functioning and effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.

Board Role

        Subject to the advisory agreement entered into by the Company, Ashford Inc., Braemar Hospitality Limited Partnership and Ashford LLC, as amended from time to time (the "advisory agreement"), the business and affairs of the Company are managed by or under the direction of the Board in accordance with Maryland law. The Board provides direction to, and oversight of, management of the Company. In addition, the Board establishes the strategic direction of the Company and oversees the performance of the Company's business, management and the employees of our advisor who provide services to the Company. Subject to the Board's supervision, our advisor is responsible for the day-to-day operations of the Company and to make available sufficient experience and appropriate personnel to serve as executive officers of the Company. The management of the Company is responsible for presenting business objectives, opportunities and/or strategic plans to our Board for review and approval and for implementing the Company's strategic direction and the Board's directives.

Strategy

        The Board recognizes the importance of ensuring that our overall business strategy is designed to create long-term value for our stockholders and maintains an active oversight role in formulating, planning and implementing the Company's strategy. The Board regularly considers the progress of, and challenges to, the Company's strategy and related risks throughout the year. At each regularly-scheduled Board meeting, the management and the Board discuss strategic and other significant business developments since the last meeting and the Board considers, recommends and approves changes in strategies for the Company.

15

Table of Contents

Risk Oversight

        Our full Board has ultimate responsibility for risk oversight, but the committees of our Board 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. The Board and the Board committees receive regular updates related to various risks for both our Company and our industry. The Audit Committee regularly receives and discusses reports from members of management who are involved in the risk assessment and risk management functions of our Company. The Compensation Committee annually reviews the overall structure of our equity compensation programs to ensure that those programs do not encourage executives to take unnecessary or excessive risks.

Succession Planning

        The Board, acting through the Nominating and Corporate Governance Committee, has reviewed and concurred in a management succession plan, developed by our advisor in consultation with the Chairman, to ensure continuity in senior management. This plan, on which the Chief Executive Officer is to report from time to time, addresses:

•

emergency Chief Executive Officer succession;



•

Chief Executive Officer succession in the ordinary course of business; and



•

succession for the other members of senior management.

        The plan also includes an assessment of senior management experience, performance, skills and planned career paths.

Board Refreshment

        In addition to ensuring the Board reflects an appropriate mix of experiences, qualifications, attributes and skills, the Nominating and Corporate Governance Committee also focuses on director succession and tenure. For example, our bylaws provide that individuals who would be 70 years of age at the time of their election may not serve on our Board unless the Board waives such limitation. Upon attaining age 70 while serving as a director of the Company and annually thereafter, an individual must tender a letter of proposed retirement from our Board effective at the expiration of such individual's current term, and our Board may accept the retirement of the director or request such director to continue to serve as a director. Over the last two years, our Board has undergone significant refreshment, resulting in lower average tenure, younger average age, and broadened diversity of background.

Director Nomination Procedures by the Company

        The Nominating and Corporate Governance Committee recommends qualified candidates for Board membership based on the following criteria:

•

integrity, experience, achievements, judgment, intelligence, competence, personal character, expertise, skills, knowledge useful to the oversight of the Company's business, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties, and likelihood of a sustained period of service on the Board;



•

business or other relevant experience; and



•

the extent to which the interplay of the candidate's expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company.

16

Table of Contents

        In connection with the selection of nominees for director, consideration will also be given to the Board's desire for an overall balance of diversity, including diversity in professional background, experience and perspective. The Board, taking into consideration the recommendations of the Nominating and Corporate Governance Committee, is responsible for selecting the director nominees for election by the stockholders and for appointing directors to the Board between annual meetings to fill vacancies, with primary emphasis on the criteria set forth above. The Board and the Nominating and Governance Committee assess the effectiveness of the Board's diversity efforts as part of the annual Board evaluation process.

Stockholder Nominations and Recommendations

        Our bylaws permit stockholders to nominate candidates for election as directors of the Company at an annual meeting of stockholders. Stockholders wishing to nominate director candidates can do so by providing a written notice to Corporate Secretary, Braemar Hotels & Resorts Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254. Stockholder nomination notices and the accompanying certificate, as described below, must be received by the Corporate Secretary not earlier than January 22, 2019 and not later than 5:00 p.m., Eastern time, on February 21, 2019 for the nominated individuals to be considered for candidacy at the 2019 annual meeting of stockholders. Such nomination notices must include all information regarding the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a director in an election contest pursuant to the SEC's proxy rules under the Exchange Act, as well as certain other information regarding the proposed nominee, the stockholder nominating such proposed nominee and certain persons associated with such stockholder, and must be accompanied by a certificate of the nominating stockholder as to certain matters, all as prescribed in the Company's bylaws. A detailed description of the information required to be included in such notice and the accompanying certificate is included in the Company's bylaws. 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. Failure of the notice and certificate to comply fully with the requirements of the Company's bylaws in such regard will result in the stockholder nomination being invalid and the election of the proposed nominee as a director of the Company not being voted on at the pertinent annual meeting of stockholders.

        Stockholders may recommend director candidates for consideration by the Nominating and 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, attributes, skills and experiences for Board membership. Stockholder recommendations may be submitted by writing to Corporate Secretary, Braemar Hotels & Resorts Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 and must be received not earlier than January 22, 2019 and not later than 5:00 p.m., Eastern time, on February 21, 2019 for the recommended individual to be considered for nomination for election as a director of the Company at the 2019 annual meeting of stockholders. The Nominating and 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.

        Since August 3, 2016, our bylaws have provided that if a holder or a group of up to 20 holders having held at least 3% of the Company's common stock outstanding as of the most recent date for which such amount has been given in any filing by the Company with the SEC prior to the submission of the nomination notice, as described below, continuously for a period of at least three consecutive years immediately preceding the submission of the nomination notice may nominate an individual for election at any annual meeting of stockholders in accordance with such bylaw provision and the Company will include such nominated individual in the Company's proxy statement for that annual meeting and on the Company's form of proxy and the ballot for that annual meeting as a nominee for

17

Table of Contents

election as a director of the Company at an annual meeting. The Company will not, however, be required to include in its proxy statement or on its proxy card or a ballot more stockholder nominees under this provision of the bylaws than the greater of (i) two nominees and (ii) that number of nominees equaling 20% of the total number of directors of the Company on the last day of which a nomination notice under such provision may be submitted to the Company (rounded down to the nearest whole number). Our bylaws set forth procedures for choosing among stockholder nominees if the number of stockholder nominees validly nominated under such provision of the bylaws exceeds the maximum number of nominees as described above. The nomination notices nominating stockholder nominees must contain all information regarding the proposed nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the proposed nominee as a director in an election contest pursuant to the SEC's proxy rules under the Exchange Act, as well as certain other information regarding the proposed nominee, the stockholder or stockholders nominating such proposed nominee and certain persons associated with such persons and contain certain representations and warranties of such stockholder or stockholders in a nominating group, all as set forth in the Company's bylaws, and be accompanied by written agreements of the nominating stockholder or stockholders and the stockholder nominee containing provisions as prescribed by the Company's bylaws. The Company's bylaws describe in detail the information required to be included, and the representations and warranties to be made, in such nomination notice and the provisions to be contained in the accompanying agreements. In addition, a stockholder or the stockholders in a group proposing to nominate an individual to stand for election pursuant to this bylaw provision must file a Schedule 14N with the SEC in accordance with the SEC's proxy rules. Stockholder nomination notices and the accompanying agreements must be received by the Corporate Secretary, Braemar Hotels & Resorts Inc., 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254, not earlier than January 22, 2019 and not later than 5:00 p.m., Eastern time, on February 21, 2019 for the nominated individuals to be eligible for inclusion in the Company's proxy statement and on its proxy card and the ballot for the 2019 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. Failure of a nomination notice and the accompanying agreements to comply fully, or of a relevant party to otherwise comply fully, with the applicable requirements of the Company's bylaws will result in the stockholder nomination being invalid and the proposed nominee not being to be eligible for inclusion in the Company's proxy statement and on its proxy card and the ballot for the 2019 annual meeting of stockholders.

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 the Corporate Secretary, Braemar Hotels & Resorts 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 and Corporate Governance Committee, which includes filtering out improper or irrelevant topics such as solicitations.

Director Orientation and Continuing Education

        The Board 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 policies and practices and other key policies and practices through a review of background material and meetings with senior management. The Board also recognizes the importance of continuing education for directors and is committed to providing education opportunities in order to improve both the Board's 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.

18

Table of Contents

Director Retirement Policy

        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 the Board to the chairperson of our Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee will review the director's continuation on the Board, and recommend to the Board whether, in light of all the circumstances, the Board should accept such proposed resignation or request that the director continue to serve.

19

Table of Contents

BOARD OF DIRECTORS AND COMMITTEES

        Our business is managed through the oversight and direction of the Board. Members of the Board are kept informed of our business through discussions with the Chairman of the Board, Chief Executive Officer, Lead Director and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees.

        The Board has retained Ashford Inc. and Ashford LLC to manage our operations and asset manage our portfolio of hotels, subject to the Board's oversight and supervision and the terms and conditions of the advisory agreement. Because of the conflicts of interest created by the relationships among us, Ashford Trust, Ashford Inc. and any other related party, and each of their respective affiliates, many of the responsibilities of the Board have been delegated to our independent directors, as discussed below and under "Certain Relationships and Related Party Transactions—Conflict of Interest Policies."

        During the year ended December 31, 2017, the Board held 14 regular meetings and held two executive sessions of our non-management directors. The non-management directors must hold at least two regularly scheduled meetings per year without management present. All of our incumbent directors standing for re-election attended, in person or by telephone, at least 75 percent of all meetings of the Board and committees on which such director served, held during the period for which such person was a director or was a member of such committees, as applicable, in 2017.

Board Member Independence

        The Board determines the independence of our directors in accordance with our Corporate Governance Guidelines and Section 303A.02 of the NYSE Listed Company Manual, which requires an affirmative determination by our Board that the director has no material relationship with us that would impair his or her independence. In addition, Section 303A.02(b) of the NYSE Listed Company Manual sets forth certain tests that, if any of them is met by a director automatically disqualifies that director from being independent from management of our Company. Moreover, 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. The full text of our Board's Corporate Governance Guidelines can be found in the Investor Relations section of our website at www.bhrreit.com by clicking "INVESTOR," then "CORPORATE GOVERNANCE."

        Following deliberations, the Board has affirmatively determined that, with the exception of Mr. Monty J. Bennett, our Chairman, each nominee for election as a director of the Company is independent of Braemar and its management and has been such during his or her term as a director commencing with the annual meeting of stockholders of the Company held on June 9, 2017, in each case, under the standards set forth in our Corporate Governance Guidelines and the NYSE Listed Company Manual, and our Board has been since that date and is comprised of a majority of independent directors, as required by Section 303A.01 of the NYSE Listed Company Manual. Any reference to an independent director herein means such director satisfies both the standards set forth in our Corporate Governance Guidelines and the NYSE independence tests.

        In addition, each current member of our Audit Committee and our Compensation Committee has been determined by the Board to be independent and to have been independent at all pertinent times under the heightened independence standards applicable to members of audit committees of board of directors and to members of compensation committees of board of directors of companies with equity securities listed for trading on the NYSE and under the rules of the SEC under the Exchange Act and that each nominee for election as a director of the Company at the Annual Meeting is independent under those standards.

20

Table of Contents

        In making the independence determinations with respect to our current directors, the Board examined all relationships between each of our directors or their affiliates and Braemar or its affiliates. The Board determined that none of these transactions impaired the independence of the directors involved.

Board Committees and Meetings

        Historically, the standing committees of the Board have been the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In 2016, the Board added the Related Party Transactions Committee as a standing committee of the Board. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is governed by a written charter that has been approved by the Board. A copy of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee charters can be found in the Investor Relations section of our website at www.bhrreit.com by clicking "INVESTOR" and then "CORPORATE GOVERNANCE." The committee members of each active committee and a description of the principal responsibilities of each such committee follows:

Audit Committee

21

Table of Contents

        Each of Mr. McWilliams and Mr. Fearn qualifies as an "audit committee financial expert," as defined by the applicable rules and regulations of the Exchange Act. All of the members of our Audit Committee on and after January 1, 2017 are "financially literate" under the NYSE listing standards.

Compensation Committee

        The Compensation Committee has the authority to retain and terminate any compensation consultant to assist it in the evaluation of officer compensation, or to delegate its duties and responsibilities to one or more subcommittees as it deems appropriate. In 2017, the Compensation Committee retained Gressle & McGinley LLC as its independent compensation consultant. Gressle & McGinley LLC provided competitive market data to support the Compensation Committee's decisions on the value of equity to be awarded to our named executive officers. Gressle & McGinley LLC has not performed any other services for the Company and performed its services only on behalf of, and at the direction of, the Compensation Committee. Our Compensation Committee reviewed the independence of Gressle & McGinley LLC in light of SEC rules and NYSE listing standards regarding

22

Table of Contents

compensation consultant independence and has affirmatively concluded that Gressle & McGinley LLC is independent from management of the Company and has no conflicts of interest relating to its engagement by our Compensation Committee. Messrs. W. Michael Murphy and Andrew L. Strong were members of the Compensation Committee from January 1, 2017 through June 9, 2017. They did not stand for reelection as a director of the Company at the annual meeting of stockholders of the Company held on June 9, 2017.

Nominating and Corporate Governance Committee

Related Party Transactions Committee

23

Table of Contents

Director Compensation

        Each of our non-employee directors is paid an annual base cash retainer of $55,000. The lead independent director is paid an additional annual cash retainer of $25,000, the chairman of our Audit Committee is paid an additional annual retainer of $25,000, each member of our Audit Committee other than the chairman is paid an additional annual retainer of $5,000, the chairman of our Compensation Committee is paid an additional annual retainer of $15,000, the chairman of our Nominating and Corporate Governance Committee is paid an additional annual retainer of $10,000, the chairman of our Related Party Transactions Committee is paid an additional annual retainer of $15,000 and each member of our Related Party Transactions Committee other than the chairman is paid an additional annual retainer of $10,000. Each non-employee director is also paid a fee of $2,000 for each Board or committee meeting that he or she attends in person, except that the chairman of each committee is paid a fee of $3,000 for each committee meeting that he or she attends. Each non-employee director is also paid a fee of $500 for each Board or committee meeting that he or she attends via teleconference. Non-employee directors may also be paid additional cash retainers from time to time for service on special committees. Officers receive no additional cash compensation for serving on the Board. In addition, we reimburse all directors for reasonable out-of-pocket expenses incurred in connection with their services on the Board.

        In addition, on the date of the first meeting of the Board of Directors following each annual meeting of stockholders at which a non-employee director is initially elected or re-elected to our Board of Directors, each non-employee director receives a grant of shares of our common stock or, at the election of each director, long-term incentive partnership units ("LTIP units") in Braemar Hospitality Operating Partnership ("Braemar OP"), which are issued under our 2013 Equity Incentive Plan and are fully vested immediately. In accordance with this policy, we granted 3,200 shares of fully vested common stock to each of our non-employee directors in June 2017, except for Mr. Vaziri, to whom we granted 2,133 shares of fully vested common stock in October 2017 in connection with his appointment to our Board, which number of shares reflects the pro-rated awards based on Mr. Vaziri's service on our Board for only part of 2017. In addition, we granted 800 shares of the Company's restricted stock to Messrs. Cunningham and Silvers in March 2017 and 267 shares of the Company's restricted stock to Ms. Darrouzet in April 2017 in connection with their appointments to our Board, which numbers of shares reflect the pro-rated awards for their services on the Board prior to the Company's 2017 annual meeting of stockholders. Ms. Carter and Ms. Darrouzet elected to receive 3,200 fully vested LTIP units in June 2017. These vested LTIP units, upon achieving parity with the common units of our operating partnership, are convertible into common partnership units at the option of the grantee. Common partnership units are redeemable for cash or, at our option, convertible into shares of our common stock based on a one-for-one basis.

        Each member of our Board must hold an amount of 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). In addition, in August 2016, our Board of Directors adopted and approved an amendment to our bylaws by which each director is required to retain at least 50% of the after-tax shares received in connection with any awards granted under any of the Company's equity plans until such time that such director has met his required ownership level.

        Mr. Monty J. Bennett, Chairman of the Board, is an employee of our advisor and receives equity awards under our 2013 Equity Incentive Plan in such capacity. However, Mr. Bennett does not receive any compensation for serving as a director or as the Chairman of the Board. With respect to 2017, he received equity compensation in the amount of approximately $1.7 million as an employee of our advisor for his services to Braemar.

24

Table of Contents

        The following table summarizes the compensation paid by us to our non-employee directors for their services as a director for the fiscal year ended December 31, 2017:

Compensation Committee Interlocks and Insider Participation

        During 2017, Ms. Carter and Messrs. Fearn, Murphy, Rinaldi and Strong served on our Compensation Committee. Each of those persons was or is an independent director throughout the period for which they served or have served on our Compensation Committee during 2017 and thereafter. None of these directors was, is or has ever been an officer or employee of our Company. None of our executive officers serves, or during 2017 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 our Compensation Committee has or had in 2017 any relationship with the Company requiring disclosure as a related party transaction under "Certain Relationships and Related Party Transactions."

25

Table of Contents

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 the time of our 2017 annual meeting of stockholders attended our annual meeting in person or by telephone.

26

Table of Contents

EXECUTIVE OFFICERS AND COMPENSATION

Executive Officers

        The following table shows the names and ages of our current executive officers and the positions held by each individual. The executive officers named below were appointed to those positions by the Board and serve in such positions at the pleasure of the Board. A description of the business experience of each for the past five years follows the table.

27

Table of Contents

28

Table of Contents

Executive Compensation

        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. Our advisor manages the day-to-day operations of our Company and our affiliates in exchange for an advisory fee, the terms of which are described under "Our Relationship and Agreements with Ashford Inc." As a consequence of this management arrangement and although the Company has executive officers, it does not have any employees. Each of the Company's executive officers is, however, an employee of our advisor and is compensated by our advisor in his capacity as such. During all of 2016 and 2017, the cash compensation received by our executive officers was paid to those persons by Ashford Inc. in their capacity as employees of our advisor. However, our executive officers (as well as other employees of our advisor) continue to be eligible to receive equity awards under our 2013 Equity Incentive Plan and we grant equity compensation to our executive officers under our 2013 Equity Incentive Plan as

29

Table of Contents

described below. We do not, however, provide any other compensation or employee benefit plans for our executive officers.

        Pursuant to our advisory agreement, we pay Ashford Inc. an advisory fee. In turn, Ashford Inc. uses a portion of the proceeds of such advisory fee to pay the cash compensation it pays its personnel. We do not specifically reimburse Ashford Inc. for any executive officer compensation or benefits costs. The following is a summary of the advisory fees we paid to Ashford Inc. in 2017 and the total 2017 compensation paid to our named executive officers:

•

Under the terms of our advisory agreement, we paid a total advisory fee of approximately $14.1 million to Ashford Inc., comprising a one-time cash payment of $5.0 million, a base fee of approximately $8.8 million, approximately $2.0 million for reimbursable expenses, net of a credit to equity-based compensation expense of approximately $1.7 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.



•

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



•

For 2017, our named executive officers received total cash compensation of approximately $6.5 million from Ashford Inc. The total cash compensation paid by Ashford Inc. to our named executive officers was comprised of $2.5 million in salaries and approximately $4.0 million in cash bonus awards. In addition, Ashford Inc. granted options to purchase a total of 113,235 shares of Ashford Inc. common stock on March 14, 2018 with a grant date fair value of approximately $4.4 million to Ashford Inc.'s officers and employees who are also our named executive officers, which grant was made in respect of 2017 performance.



•

The cash bonus awards paid to our named executive officers by Ashford Inc. represents variable incentive compensation that was earned for achieving specific Ashford Inc. performance targets under Ashford Inc.'s non-equity incentive plan. The performance metrics for 2017 with respect to Ashford Inc. included total stockholder return relative to peers, adjusted earnings per share, sell-side analyst coverage, number of investor and analyst meetings, Remington transaction completion, addition of other services businesses if accretive, increase in assets in managed REITs and discretionary bonuses for performance and achievements not reflected captured by the performance metrics.



•

Not all of the cash compensation received by our named executive officers from Ashford Inc. was attributable to services performed by its employees in their capacity as our executive officers. Based on a review of the proportion that the operations of the Company represents of the total operations managed by Ashford LLC using various measures of size (revenue, assets and total enterprise value), we estimate that approximately 20% of the compensation paid by Ashford Inc. to our named executive officers is attributable to services provided by our named executive officers to us.

        The cash bonus awards paid by Ashford Inc. to its employees who are our named executive officers 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 2017 included total stockholder return of Ashford Inc. relative to peers, adjusted net income per share of Ashford Inc., adjusted EBITDA, increased media and sell-side analyst coverage, number of investor

30

Table of Contents

and analyst meetings, increase in assets under management by Ashford Inc. and its affiliates, and investments in or acquisition of new products or service businesses at Ashford Inc. or its affiliates.

2018 Equity Grant Decisions for 2017 Performance

        In March 2018, under the 2013 Equity Incentive Plan, the Compensation Committee determined to grant equity awards to our named executive officers based on consideration of the Company's and each named executive officer's individual performance during 2017. Our named executive officers were awarded at the executive's election, either performance stock unit awards ("PSUs") that will be settled in shares of common stock of the Company or LTIP unit awards, referred to herein as "performance LTIP units," that will be settled in common units of Braemar OP, in each case if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The relevant performance period began on January 1, 2018 and ends on December 31, 2020, unless such period is shortened pursuant to the terms of the award agreement. The actual number of shares of our common stock or common units of Braemar OP to be issued upon vesting of the PSUs or performance LTIP units can range from 0% to 200% of the target number, based on continued service through the vesting date and achievement of a specified relative total stockholder return over the performance period, as set forth in the following chart:

        The selected peer group used in the performance ranking based on relative stockholder return for the performance period consists of: Chatham Lodging Trust, Chesapeake Lodging Trust, DiamondRock Hospitality Company, Hersha Hospitality Trust, Hospitality Properties Trust, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Pebblebrook Hotel Trust, RLJ Lodging Trust, Ryman Hospitality Properties, Inc., Summit Hotel Properties, Inc., Sunstone Hotel Investors, Inc. and Xenia Hotels & Resorts, Inc.

        Assuming continued service through the vesting date and achievement of the relative total stockholder return at the specified percentile rank among the selected peer group, the PSUs and performance LTIP units earned by our named executive officers will generally vest on December 31, 2020. PSU and performance LTIP unit recipients will not have any rights as a stockholder or unitholder with respect to any shares of common stock or common units of Braemar OP subject to the grant until such shares of common stock or common units of Braemar OP, as the case may be, are issued upon vesting. Dividends or other distributions with respect to the shares of common stock or common units of Braemar OP represented by the PSU and performance LTIP unit grants are held as accumulated dividend equivalents or distributions and are paid out in additional shares/units upon vesting using the same performance multiplier as the underlying PSU/performance LTIP unit, with the number of additional shares or units to be calculated based on the average closing price of the 10 trading days prior to the vesting date.

        In determining the size of the performance award grant for each executive, the Compensation Committee considered multiple factors including, but not limited to, the Company's and named executive officer's individual performance, competitive award opportunities provided to similarly situated executives, and our named executive officers' roles and responsibilities with our Company.

31

Table of Contents

        A summary of the components of the shares awarded in March 2018 to our named executive officers is as follows:

        As shown in the table above, the Compensation Committee determined in 2018 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 stockholder returns on 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 based on the level of relative TSR performance achieved by our Company for the performance period. Dividends are accrued and paid on the actual number of shares/units vesting in the form of additional shares/units.

32

Table of Contents

        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. Hays and Welter elected to receive the March 2018 time-based equity grants in the form of LTIP units. We will pay dividends and make distributions on unvested restricted stock and LTIP units as and when paid or made on the shares of our common stock. For the performance-based awards, the executives could choose between PSUs or performance LTIPs, or a combination of both. Mr. Hays elected to receive the March 2018 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 units on the actual number of units that ultimately vest at the end of the three-year performance period, with the number of additional shares or units to be calculated based on the average closing price of the 10 trading days prior to the vesting date.

        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 of shares for other equity awards under our stock incentive plan. 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.

Summary Compensation Table

        Our named executive officers, who are employees of and compensated by Ashford Inc., did not receive any cash compensation or other compensation or benefits other than certain time-based and performance-based equity awards from us during fiscal year 2017. The following table sets forth information regarding compensation earned by our named executive officers and paid by the Company in fiscal years 2017 and 2016:

33

Table of Contents

34

Table of Contents

Outstanding Equity Awards at Fiscal Year End Table

        The following table sets forth information concerning outstanding equity awards for each of our named executive officers as of December 31, 2017:

35

Table of Contents

        The following table shows the total number of performance shares granted to the named executive officers and other officers as of December 31, 2017.

36

Table of Contents

Potential Payments Upon Termination of Employment or Change of Control

        Our 2013 Equity Incentive Plan provides that stock options and restricted stock will vest upon (i) the termination or removal of the named executive officer as an employee, consultant or non-employee director of the Company or an affiliate 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 as an employee, consultant or non-employee director 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 and performance LTIPs granted to the named executive officers in 2015, as amended, and for the PSUs and performance LTIPs granted to the named executive officers in 2016 provide for accelerated vesting upon (i) the termination or removal of the named executive officer as an officer of the Company by the Company without cause or by the named executive officer for good reason, (ii) the death or disability of the named executive officer, (iii) a change of control of the Company, (iv) a change of control of our advisor, if such change in control (in conjunction with any applicable subsequent events, such as termination of employment) results in the vesting of the award under the terms of any employment agreement, the named executive officer has with our advisor, and (v) an involuntary termination of employment or the nonrenewal of the employment agreement to the extent such event causes vesting of the award under the employment agreement. The actual number of PSUs and performance LTIPs that will vest under each such award granted could range from 0% to 200% of the target number of such award. In the event of a change of control of the Company or of a change in control of our advisor, the number of PSUs and performance LTIPs that vest will be based on actual Company performance for the shortened performance period. In the event of an involuntary termination, death, disability or non-renewal of the employment of named executive officer, outstanding PSU and performance LTIP awards vest based on the greater of actual performance (for the shortened performance period) and target performance.

        "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., Ashford LLC or any of their respective affiliates. If such named executive officer is not a party to such an employment agreement, generally "cause" means: (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, Ashford LLC or one of their respective affiliates; (ii) the commission of an act of fraud in the performance of such participant's duties on behalf of the Company, Ashford LLC or one of their respective affiliates; 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) Braemar or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) Remington, Ashford LLC or any of their respective affiliates, (D) a company owned, directly or indirectly, by stockholders of Braemar 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;

37

Table of Contents

         (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 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 2013 Equity 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, Ashford LLC or any of their respective affiliates. 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, Ashford LLC or any of their respective affiliates, as applicable, fails to cure such circumstances within 30 days after receipt of written notice from the participant setting forth a description of such good reason:

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

         (ii)  any material diminishment, on a cumulative basis, of the named executive officer's overall duties, responsibilities, or status, including the assignment to the named executive officer of any duties, responsibilities, or reporting requirements materially inconsistent with his or her position with the Company, Ashford LLC or one of their respective affiliates, as applicable;

        (iii)  a material reduction by the Company, Ashford LLC or one of their respective affiliates in the named executive officer's fees, compensation, or benefits that is not part of a reduction affecting all members of the management team; or

        (iv)  the requirement by the Company, Ashford LLC or one of their respective affiliates 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.

Other Compensation Matters

        As an emerging growth company, we are not required to submit our executive compensation as disclosed in this proxy statement to an advisory vote of our stockholders, a vote often referred to as a "say-on-pay." In addition, the Company does not have employees, and, as a result, we do not disclose any ratio of the compensation of our Chief Executive Officer to the median compensation of all of employees of the Company other than our Chief Executive Officer.

38

Table of Contents

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, 2018. BDO USA, LLP has audited our financial statements as of and for the years ended December 31, 2017, 2016 and 2015. 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, the Board is submitting the selection of BDO USA, LLP to our stockholders for ratification as a matter of good corporate governance 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 us and our stockholders.

        Our Audit Committee is responsible for appointing, retaining, setting the compensation of, 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 the 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.

Audit Committee Report

        The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of our Company's consolidated financial statements, our Company's compliance with legal and regulatory requirements, the adequacy of our internal control over financial reporting, our Company's independent registered public accounting firm's qualifications and independence, the performance of our Company's internal audit function and independent registered public accounting firm, and risk assessment and risk management in certain areas. The Audit Committee manages our Company's relationship with its independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding, as determined by the Audit Committee, from Braemar for such advice and assistance.

        Our Company's management is primarily responsible for our Company's internal control and financial reporting process. Our Company's independent registered public accounting firm, BDO USA, LLP, is responsible for performing an independent audit of our consolidated financial statements and issuing an opinion on the conformity of those audited financial statements with United States generally accepted accounting principles. The Audit Committee monitors Braemar's financial reporting process and reports to the Board on its findings.

        In this context, the Audit Committee hereby reports as follows:

1.

The Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2017 with our Company's management.

39

Table of Contents

2.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed under the applicable standards of the Public Company Accounting Oversight Board (the "PCAOB").



3.

The Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.



4.

Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements of the Company as of and for the year ended December 31, 2017 be included in Braemar's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for filing with the SEC.

        The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.

Auditor Fees

        Services provided by BDO USA, LLP included the audits of the annual consolidated financial statements of the Company and our subsidiaries. Services also included the review of unaudited quarterly consolidated 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, 2017 and 2016, aggregate fees incurred related to our principal accountants BDO USA, LLP 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 certain of our subsidiaries, reviews of our unaudited quarterly financial information and reviews and consultation regarding financial accounting and reporting matters. This category also includes fees for services that generally only the auditor reasonably can provide, such as statutory audits, comfort letters, consents and assistance with review of 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.

40

Table of Contents

        "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.

        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.

        The Board 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 fiscal year ending December 31, 2018.

41

Table of Contents

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

        The following table sets forth information as of March 31, 2018 regarding the ownership of our equity securities by (i) each person known to us who beneficially owns, directly or indirectly, more than five percent of our outstanding shares of voting stock, (ii) each of our directors, our director nominee and named executive officers and (iii) all of our directors and executive officers as a group. In accordance with SEC rules, each listed person's beneficial ownership includes: (i) all shares the person owns beneficially; (ii) all shares over which the person has or shares voting or dispositive control (such as in the capacity of a general partner of an investment fund); and (iii) all shares the person has the right to acquire within 60 days. Unless otherwise indicated, each person or entity named below has sole voting and investment power with respect to all shares of our voting stock shown to be beneficially owned by such person or entity. As of March 31, 2018, we had an aggregate of 32,517,295 shares of voting stock outstanding, consisting of 32,517,295 shares of our common stock and no shares of our Series C Preferred Stock. Except as indicated in the footnotes to the table below, the address of each person listed below is the address of our principal executive office, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

Security Ownership of Management, Directors and Director Nominees

42

Table of Contents

Security Ownership of Certain Beneficial Owners