Robert Pincus

About Robert Pincus

Robert P. Pincus (age 78) is an independent director of Comstock Holding Companies, Inc. (CHCI) serving since 2005, with a career in commercial banking including Vice Chairman of EagleBank/Eagle Bancorp (retired 2016), Chairman of Fidelity & Trust Bank (acquired by EagleBank), Chairman of BB&T Bank D.C. Metro Region, President & CEO of Franklin National Bank (until acquisition by BB&T), and Regional President roles at Sovran Bank and Bank of America; he holds a B.A. from the University of Maryland and an MBA from American University . He currently sits on CHCI’s Audit Committee, and has been recognized locally as Entrepreneur of the Year, Washingtonian of the Year, and inducted into the Washington Business Hall of Fame .

Past Roles

External Roles

Board Governance

• Independence: CHCI’s Board determined all directors except CEO Christopher Clemente are independent under Nasdaq and SEC rules; Pincus is independent .
• Committees: Audit Committee member (Audit Chair: James A. MacCutcheon; Audit Financial Expert designation to MacCutcheon) .
• Attendance/Engagement: In 2024, Board held 4 meetings; Audit Committee held 4; Compensation Committee held 1; no incumbent director attended fewer than 75% of applicable meetings; CHCI has a formal policy requiring in‑person attendance at Board and Annual Meetings, and all directors attended the 2024 Annual Meeting .
• Audit Oversight: Pincus co‑signed the Audit Committee report; the committee reviewed audited financials, auditor independence, and PCAOB AS 1301 communications .
• Nomination Process: No standing nominating committee; independent directors collectively recommend nominees; criteria include business/financial acumen and governance experience .

Fixed Compensation

Director cash paid to Robert P. Pincus:

Performance Compensation

• No performance‑based equity or option awards are disclosed for Mr. Pincus in FY2022–FY2024 director compensation tables; equity election was discretionary and not performance‑linked .
• Company performance metrics (executive plan context): Annual performance‑based RSUs for executives vest on cumulative Adjusted EBITDA over a 3‑year rolling period, with vesting between 60%–120% of target based on pro‑rata achievement; time‑based RSUs typically vest evenly over 4 years .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial services leadership across multiple banks, including CEO/Chair roles; deep expertise in commercial and investment banking .
• Audit Committee experience at CHCI; familiarity with PCAOB, SEC independence, and risk oversight .
• Education: B.A. (University of Maryland), MBA (American University) .
• Recognition: Entrepreneur of the Year; Washingtonian of the Year; Washington Business Hall of Fame (2004) .

Equity Ownership

Notes: Less than 1% designation per proxy footnotes; Class B dual‑class exists but Pincus holds no Class B .

Governance Assessment

• Committee assignments and effectiveness: Pincus’s Audit Committee role and co‑signature of the audit report support strong financial oversight, including auditor independence, internal controls, and ERM monitoring .
• Independence and attendance: Independent under Nasdaq/SEC standards with full attendance thresholds met, and CHCI’s in‑person attendance policy adds discipline to governance processes .
• Director compensation and alignment: Pincus’s compensation is cash‑heavy with no stock awards, while CHCI permits up to 50% equity election; Pincus did not elect stock per FY2023–FY2024 tables, implying limited automatic equity alignment relative to peers who elected shares .
• Ownership “skin‑in‑the‑game”: Beneficial ownership is modest (<1%); no pledging disclosed; prior small warrant positions noted in 2023–2024 .
• Related‑party posture: Extensive related‑party arrangements exist between CHCI and entities controlled by CEO Clemente (asset management agreements, property management, leases, and JVs), approved by independent directors per policy; no transactions identified involving Pincus personally .
• RED FLAGS:
  • Section 16(a) compliance: Pincus filed one late Form 4 reporting three transactions for FY2024; Company implemented procedures to improve timeliness, but late filings are an investor confidence risk indicator .
  • Control risk: Dual‑class structure with CEO‑affiliated Class B holding ~48.3% voting power as of April 14, 2025 concentrates control, potentially limiting minority shareholder influence; Board proposed NOL protection Rights Agreement and an amendment to preserve dual‑class voting proportions if Rights are exercised .
  • Diversity and nominations: Board self‑nominates without a nominating committee; diversity shortfalls noted in 2024 with grace period reliance under Nasdaq Rule 5605(f) (contextual governance consideration) .

Overall, Pincus brings deep banking and audit oversight experience; independence and attendance are positives. However, limited equity alignment, late Section 16 filings (2024), and CHCI’s concentrated control and related‑party ecosystem are governance risks that can weigh on investor confidence despite formal independent review mechanisms .