James MacCutcheon
Comstock Holding CompaniesAbout James A. MacCutcheon
James A. MacCutcheon (age 72) is an independent director of Comstock Holding Companies, Inc. (CHCI) with his current term expiring in 2026. He is a CPA with a B.S. in accounting from Case Western Reserve University and serves as Chair and designated financial expert of CHCI’s Audit Committee and as a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunburst Hospitality Corporation | Chief Executive Officer | 2000–2007 | Led leveraged buyout to privatize NYSE-listed Sunburst |
| Sunburst Hospitality Corporation | EVP, CFO, Treasurer | 1997–2000 | Senior finance leadership |
| Choice Hotels International (NYSE: CHH) | CFO | 1996–1997 | Public company CFO |
| Manor Care, Inc. | CFO | 1987–1996 | Senior finance leadership |
| Arthur Andersen | Partner | Prior to 1987 (not specified) | Public accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sunburst | Director (prior) | Not disclosed | Prior board service |
| D.C. Children’s Hospital Foundation | Director (prior) | Not disclosed | Prior board service |
| Children’s National Medical Center | Director (prior) | Not disclosed | Prior board service |
| Hampden-Sydney College | Director (prior) | Not disclosed | Prior board service |
No current public-company directorships disclosed in CHCI’s proxy; prior public roles include CFO of CHH .
Board Governance
- Independence: The Board determined all directors except the CEO (Christopher Clemente) are independent; MacCutcheon is independent .
- Committee assignments:
- Audit Committee: Chair and Audit Committee Financial Expert .
- Compensation Committee: Member .
- Meetings and attendance (FY 2024): Board 4; Audit 4; Compensation 1; no incumbent director attended fewer than 75% of aggregate meetings; all then-current Board members attended the 2024 Annual Meeting .
- Board leadership: Combined Chair/CEO role; committees led by independent directors; no Lead Independent Director disclosed .
- Shareholder votes: 2024 say‑on‑pay approved with 10,044,244 “For,” 92,182 “Against,” 3,655 “Abstain” (high approval rate); auditor ratification passed .
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $95,000 |
| 2023 | Fees Earned or Paid in Cash | $96,667 |
| 2024 Structure | Annual retainer | $80,000 |
| 2024 Structure | Audit Committee participation | $6,000 |
| 2024 Structure | Audit Chair retainer | $4,000 |
| 2024 Structure | Audit Financial Expert retainer | $4,000 |
| 2024 Structure | Compensation Committee participation | $4,000 |
- Non‑employee directors may elect to receive up to 50% of compensation in fully‑vested Class A shares; MacCutcheon did not elect stock in 2023–2024 (no stock awards shown for him) .
Performance Compensation
- No performance‑based pay for directors is disclosed (no meeting fees, options, PSUs, or performance metrics for director pay). Directors can opt to receive equity (fully vested shares), but this is not performance‑linked .
Other Directorships & Interlocks
- No current public-board interlocks disclosed; prior service at Sunburst and nonprofit/academic boards noted above .
- CHCI has extensive related‑party arrangements with entities controlled by CEO Clemente (see Governance Assessment), elevating the importance of independent committee oversight .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; CPA; deep public-company CFO experience (Choice Hotels, Manor Care); prior audit partner tenure; hotel and real estate sector expertise .
Equity Ownership
Beneficial ownership across recent years:
| As-of Date | Class A Shares | Economic % | Voting % |
|---|---|---|---|
| Apr 14, 2025 | 148,071 | 1.5% | 1.1% |
| Apr 15, 2024 | 151,371 | 1.5–1.6% (listed 1.6%) | 1.2% |
| Apr 17, 2023 | 151,371 | 1.6% | 1.2% |
| Mar 31, 2022 | 151,371 | 1.78% | 1.31% |
| Mar 31, 2021 | 151,671 | 1.81% | 1.32% |
| Mar 31, 2019 | 141,191 | 3.73% | 1.99% |
| Mar 31, 2018 | 129,990 | 3.85% | 1.95% |
No pledging/hedging or option holdings are disclosed for MacCutcheon in director tables; director ownership guidelines are not disclosed in the proxy. Directors may elect to receive stock for up to 50% of fees .
Governance Assessment
- Committee effectiveness: MacCutcheon chairs Audit and is the financial expert; the committee pre‑approves audit/tax services, reviews PCAOB communications, and oversees ERM—strong oversight posture .
- Independence and attendance: Independent status, full compliance with attendance thresholds, and in‑person meeting policy support board discipline; no Section 16(a) delinquencies cited for MacCutcheon in 2024–2025 disclosures (others had late filings) .
- Shareholder support: 2024 say‑on‑pay passed with overwhelming support—an investor confidence signal in compensation governance .
- RED FLAGS / conflicts:
- Dual‑class voting control: Class B carries 15 votes per share; Class B represented ~48.3% of overall voting power as of April 14, 2025—CEO Clemente and affiliates hold substantial voting control, reducing minority shareholder influence .
- Related‑party transactions: CHCI has extensive agreements with entities controlled by the CEO and family (Master Asset Management Agreement through 2035; property management; construction management; lease procurement; corporate leases; joint ventures). The board states independent directors review and approve, but these arrangements are structurally high‑conflict and require vigilant audit and compensation oversight .
- Nominating process: No standing nominating committee; board self‑selects nominees, with CEO maintaining significant voting control—potential entrenchment risk .
- Mitigants:
- Audit Committee leadership under MacCutcheon and formal charters; clear pre‑approval policies; external auditor independence monitoring .
- Compensation Committee authority to engage independent consultants and administer equity plans; chair rotated to Guernsey in 2025 from Verses—refresh in leadership .
Overall, MacCutcheon’s financial expertise and committee leadership are positives for investor confidence, but CHCI’s dual‑class structure and related‑party ecosystem elevate governance risk; continued robust audit/compensation oversight is essential .