David Royer
About David L. Royer
Independent director since July 1, 2018; age 57. Executive Vice President of Finance & Development at Continental Real Estate Companies; prior Vice President in Fifth Third Bank’s commercial real estate group. Education: B.S. in Finance, Miami University (1989); MBA, The Ohio State University (1993). Board independence affirmed by NASDAQ standards; tenure covers continuous service since 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Real Estate Companies (CREC) | EVP, Finance & Development | — | Leads project development & capital procurement across multifamily, student housing, office, retail, medical office |
| CREC | VP, Finance & Development (prior) | — | Diverse commercial development projects |
| Fifth Third Bank | Vice President, Commercial Real Estate | — | Real estate lending expertise; banking network |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Athletic Club of Columbus | Past President | 2010 | Community leadership |
| NAIOP of Central Ohio | Past President | 2017 | Industry leadership in commercial real estate |
| Scioto Country Club | Past President | 2021 | Community leadership |
| Junior Achievement of Central Ohio | Prior Board | — | Non-profit governance |
| First Community Village Foundation | Prior Board | — | Non-profit governance |
| Sky Bank Central Ohio | Advisory Board (prior) | — | Banking advisory role |
| FC Bank | Advisory Board (prior) | — | Banking advisory role |
| Kohr Royer Griffith, Inc. (Columbus real estate firm) | Member & Advisor | — | Real estate advisory (private firm) |
| Columbus Board of Realtors; National Association of Realtors | Member | — | Professional affiliations |
Board Governance
- Independence: Determined independent (NASDAQ & SEC rules) alongside Ash, Cochran, Frauenberg, Hoeweler, Rana; O’Dell not independent as CEO .
- Committee memberships: Audit Committee member; Corporate Governance & Nominating Committee member .
- Chair roles: None; Audit Chair is Thomas P. Ash; Nominating Chair is Edward W. Cochran; Compensation Chair is Robert E. Hoeweler .
- Attendance: In 2024, no director attended less than 75% of Board and relevant committee meetings; Board met 12 times; Audit met 11; Compensation met 1; Nominating met 1 .
- Board leadership: Independent Chair (Robert E. Hoeweler) and clear committee risk oversight delineation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non-employee directors) | $34,650 | Paid quarterly |
| Fees earned or paid in cash – David Royer (2024) | $44,100 | Includes base retainer plus committee membership retainer(s); no itemized meeting fees disclosed |
Performance Compensation
| Equity Award | Grant Date | Grant-Date Fair Value | Instrument | Vesting | Price Basis |
|---|---|---|---|---|---|
| Annual director restricted stock – David Royer (2019 Plan) | April 30, 2024 | $49,434 | Restricted Stock | Time-based, 3-year ratable vesting | $18.48 per share (plan valuation) |
- Plan terms: 2019 Equity Incentive Plan authorizes RS/RSUs/options; restricted stock vests over three years; company has not granted stock options in >11 years; none granted in 2024 or 2023 .
- Performance metrics for director equity: Not specified; director grants appear time-based rather than tied to specific performance outcomes in proxy .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company boards disclosed for Royer |
- Castle Creek designated director (Sundeep Rana) under investment rights; reflects investor influence on board composition, not specific to Royer .
Expertise & Qualifications
- Real estate finance and development across multiple asset classes; prior bank real estate lending experience; deep Columbus business networks .
- Governance experience across non-profit boards and advisory boards; professional Realtor affiliations .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | As-of Date |
|---|---|---|---|
| David L. Royer | 36,687 | <1% | April 10, 2025 |
- Group insider ownership: Directors/executives as group (11 persons) owned 1,095,531 shares (21.0%) as of April 10, 2025 .
- Section 16 compliance: All required filings complied with in 2024 .
- Hedging/pledging: Insider Trading Policy prohibits short sales and certain hedging transactions; no pledging disclosure specific to Royer in proxy .
Governance Assessment
- Committee impact: Audit Committee membership places Royer in core financial oversight, including related-party transaction reviews and auditor oversight; Nominating role supports board composition and annual performance reviews .
- Independence & attendance: Independent with satisfactory attendance (>75% threshold), supporting board effectiveness and investor confidence .
- Pay mix alignment: 2024 director compensation for Royer balanced between cash ($44,100) and equity ($49,434), aligning director incentives with shareholder value via time-based stock; absence of options reduces risk of repricing concerns .
- Conflicts monitoring: Audit Committee pre-approves related-party transactions; Regulation O lending compliance; while Royer’s extensive real estate ties raise theoretical related-party exposure, proxy discloses aggregate related-person loans without naming Royer and affirms normal terms and oversight, mitigating conflict risk .
- Say-on-Pay signaling: Company notes majority approval each of the last twelve annual meetings, indicating general shareholder support for compensation oversight framework (contextual to board’s comp governance role) .
RED FLAGS
- Related-party/Reg O exposure: Aggregate related-person loans were $23,315,720 at 12/31/2024; continued vigilance warranted though policy requires market terms and Audit Committee approval .
- Investor representation on board: Castle Creek’s designated director reflects concentrated investor influence; monitor alignment across all shareholders .
- Pledging: No explicit disclosure regarding pledging by directors; policy restricts hedging/short sales, but absence of pledging policy detail is a minor disclosure gap .
Notes on Attendance & Engagement
- Annual meeting: Directors expected to attend; all then-current directors attended last year’s annual meeting .
- Meeting cadence: Board (12), Audit (11), Compensation (1), Nominating (1) in 2024; Royer’s committee roles imply regular engagement, especially in Audit .
Appendix: Director Compensation Table (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David L. Royer | 44,100 | 49,434 | 93,534 |
Appendix: Committee Memberships (2024–2025)
| Committee | Members | Meetings (2024) |
|---|---|---|
| Audit | Thomas P. Ash (Chair); Edward W. Cochran; James H. Frauenberg; Sundeep Rana; David L. Royer | 11 |
| Compensation & Management Development | Robert E. Hoeweler (Chair); Edward W. Cochran; James H. Frauenberg | 1 |
| Corporate Governance & Nominating | Edward W. Cochran (Chair); Robert E. Hoeweler; David L. Royer | 1 |