David Paul

About David P. Paul

David P. Paul (age 62) is an independent director of Comstock Holding Companies, Inc. (CHCI), serving since 2023. He is the former President and Chief Operating Officer of JBG SMITH (NYSE: JBGS) from 2017–2023, previously a Managing Partner at JBG (2007–2017), and began his career at Bain & Co; he holds a bachelor’s degree from Vanderbilt University and an MBA from Dartmouth’s Tuck School of Business . The Board has determined all directors other than the CEO are independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member (not Chair) .
• Independence: Board determined Paul is independent (CEO excluded) per Nasdaq/SEC standards .
• Board/committee activity: FY2024 meetings held—Board (4), Audit (4), Compensation (1); no incumbent director <75% attendance; policy requires in-person attendance and all directors attended the 2024 Annual Meeting .
• Committee mandate: Compensation Committee reviews CEO/exec pay, administers equity plan, and may engage independent compensation consultants; Audit Committee oversees financial reporting, auditor selection, and ERM .

Fixed Compensation

Director compensation structure:

• Annual retainer: $80,000; Compensation Committee membership: +$4,000; (Audit Committee member: +$6,000; Chair premia apply to other directors) .
• Non-employee directors may elect to receive up to 50% of annual compensation in fully-vested Class A shares; employees serving on the Board receive no additional director pay .

Director compensation earned:

Performance Compensation

• Non-employee directors at CHCI do not receive performance-based incentives (e.g., PSUs tied to metrics); director equity is elective, fully-vested stock (up to 50% of annual pay), with no options reported for Paul .
• Company-wide performance metrics (for executives, context): performance RSUs under the 2019 Plan vest on cumulative Adjusted EBITDA over three-year periods (60–120% of target), not applied to non-employee directors .

Equity election details:

Other Directorships & Interlocks

Expertise & Qualifications

• 35+ years in real estate development and investment, with public REIT C-suite experience (JBGS) .
• Strategy, investments, and operations oversight at scale; innovator and leader in commercial real estate per company assessment .
• Finance and governance familiarity from executive roles; MBA (Tuck) provides advanced financial/strategic training .

Equity Ownership

(*) Proxy tables denote “less than 1%” without a specific percentage .

Insider filings and policy:

• No Section 16(a) delinquency noted for Paul in 2023 or 2024; company implemented procedures to improve timeliness after listing other individuals with late filings .
• CHCI insider trading policy on file with the FY2024 Form 10-K; designed to promote compliance with insider trading laws and listing standards .

Governance Assessment

• Strengths:

  • Independent director with deep real estate/operator experience; sits on Compensation Committee that administers equity plans and may engage independent comp consultants .
  • Attendance standard met; Board requires in-person attendance and directors attended the 2024 Annual Meeting .
  • Ownership alignment via elective receipt of 50% of director compensation in fully-vested stock; holdings increased from 5,724 (2024) to 11,439 shares (2025) .

• Risks/RED FLAGS (context to investor confidence):

  • Dual-class structure concentrates voting power; Class B represented ~48.3% of overall voting power as of April 14, 2025, primarily controlled by CEO-related entities, which may limit independent director influence despite committee oversight .
  • Extensive related-party transactions with CP Entities controlled by the CEO (asset management and various property/management agreements) require continuous robust oversight by independent directors; while the Board states independent review/approval practices, the breadth and duration of these arrangements warrant ongoing scrutiny for potential conflicts .

• Indicators:

  • Board committee charters and governance documents publicly available; Compensation Committee authority to administer equity awards and retain consultants supports governance infrastructure .
  • No performance-based director pay, reducing pay-for-performance risk misalignment at the board level, with stock election offering moderate ownership alignment .

Overall, Paul’s profile signals strong operational expertise and reasonable ownership alignment for a director; investor focus should remain on CHCI’s dual-class control and related-party ecosystem where independent directors—including Paul—must sustain rigorous oversight to protect minority shareholder interests .