Thomas Holly
Comstock Holding CompaniesAbout Thomas J. Holly
Former PwC partner with 30+ years in public accounting (25-year partner tenure), specializing in asset & wealth management, real estate, construction, and private capital; he holds a BBA from Bloomsburg University. Age 60; currently an independent director of Comstock Holding Companies (CHCI) and a member of the Audit Committee; nominated for re‑election at the June 11, 2025 meeting to a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner; led U.S. Asset & Wealth Management practice | 25-year partner; 30+ years in public accounting | Washington Metro Tax Market Leader; Private Company Leader – Mid Atlantic |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Youth for Tomorrow | Board Member | Not disclosed | Non-profit board service |
Board Governance
- Independence: Board determined all directors except CEO Christopher Clemente are independent under Nasdaq and SEC rules; Holly is independent .
- Committees: Audit Committee member; Audit Committee chaired by James A. MacCutcheon (Audit Committee Financial Expert); Compensation Committee chaired by David M. Guernsey in 2025 .
- Meetings and Attendance: FY2024—Board 4 meetings, Audit 4, Compensation 1; no incumbent director attended fewer than 75% of aggregate meetings, and all directors attended the 2024 Annual Meeting; CHCI requires in‑person attendance for Board meetings .
| Committee | Membership | Chair | Financial Expert |
|---|---|---|---|
| Audit | Thomas J. Holly (Member) | James A. MacCutcheon | MacCutcheon (designated) |
| Compensation | Not a member | David M. Guernsey | Not applicable |
Fixed Compensation
- Structure (non-employee directors, FY2024): $80,000 annual retainer; $6,000 Audit Committee member; $4,000 Audit Chair; $4,000 Audit Financial Expert; $4,000 Compensation Committee member; $4,000 Compensation Chair; directors may elect up to 50% of annual compensation in fully‑vested Class A shares .
- Holly elected to receive 50% of compensation in shares in 2024 (6,614 shares) and 2023 (9,310 shares) .
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Other ($) | Total ($) | Equity Election Details |
|---|---|---|---|---|---|
| 2024 | 86,000 | — | — | 86,000 | 6,614 fully‑vested Class A shares (50% election) |
| 2023 | 78,834 | — | — | 78,834 | 9,310 fully‑vested Class A shares (50% election); prorated service in 2023 |
Performance Compensation
- No performance-based director compensation disclosed; directors may elect to receive a portion of annual compensation in fully‑vested shares (not subject to performance conditions) .
| Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Director equity awards (RSUs/PSUs) | Not disclosed | Not disclosed | No director RSU/PSU programs disclosed; elections are fully‑vested stock up to 50% of annual comp |
Other Directorships & Interlocks
- Public company boards: None disclosed for Holly .
- Non‑profit/other boards: Youth for Tomorrow (board member) .
- Interlocks/Conflicts: None disclosed for Holly specifically; broader related‑party exposures exist at CHCI (see Governance Assessment) .
Expertise & Qualifications
- Financial and accounting expertise from senior roles at PwC; sector experience spans real estate, construction, asset management, professional sports teams, PE/VC; capital markets and CRE financing knowledge; supports Audit Committee service .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Economic Ownership (%) | Voting Power (%) |
|---|---|---|---|---|---|---|
| Thomas J. Holly | 17,466 | <1% | — | — | <1% | <1% |
- Hedging/Pledging: No pledging or hedging by Holly disclosed; insider trading policy filed with 2024 Form 10‑K .
- Section 16 compliance: No delinquent filings disclosed for Holly in FY2024; late filings noted for other insiders (not Holly) .
Governance Assessment
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Strengths
- Independence and Audit Committee membership enhance oversight of financial reporting and auditor independence .
- Robust attendance and in‑person meeting policy; all directors attended the 2024 Annual Meeting; no director fell below 75% threshold .
- Ownership alignment via election to receive 50% of director pay in fully‑vested stock (6,614 shares in 2024; 9,310 in 2023) .
-
Risks/RED FLAGS
- Dual‑class voting concentration: CEO Christopher Clemente controls 100% of Class B (15 votes per share), representing ~48.3% of overall voting power as of April 14, 2025, which can limit minority shareholder influence despite board independence .
- Extensive related‑party transactions with CP Entities controlled by the CEO (Master Asset Management Agreement, property management, construction, leasing, JV structures). While the AMA was unanimously approved by independent directors and ongoing transactions require majority independent approval, the scale and duration (initial term to 2035; termination fees) create persistent conflict exposure that demands rigorous audit/compensation oversight .
- NOL Rights Agreement and associated amendment to Class B voting power indicate active structural governance changes; while aimed at preserving ~$111.1M NOLs, they add complexity to voting dynamics during rights triggers .
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Implications for investors
- Holly’s audit-focused skillset and consistent engagement are positives for board effectiveness in a structure with significant related‑party dealings and voting concentration. Continued clarity in independent committee processes (pre‑approval of auditor services; annual charter reviews; independent review/approval of related‑party arrangements) is critical to maintain investor confidence .