Gregory Vickowski
About Gregory Vickowski
Gregory Vickowski, 64, is Chief Financial Officer (CFO), Treasurer, and a Director of Procaccianti Hotel REIT, Inc. (PRXA) since August 2016; he has served as CFO of the company’s Sponsor and TPG Hotels & Resorts, Inc. since December 2005, and is a manager of the Advisor and on its investment committee since August 2016 . He holds a B.S. in business administration from UMass-Dartmouth, an M.S. in Business (finance/MIS) from the University of Rhode Island, and an M.S. in Taxation from Bryant University; he is a member of the Pension Real Estate Association and the Hotel Asset Management Association . PRXA revenue grew from $26.41M in FY2023 to $28.13M in FY2024, while net income improved to $1.54M in FY2024; EBITDA was $9.98M in FY2024* . NAV per share for K/K‑I shares was $11.53 as of March 31, 2023, and $10.17 as of March 31, 2024 and March 31, 2025; Class A NAV declined from $22.76 (3/31/2023) to $9.82 (3/31/2024) and $7.14 (3/31/2025), providing context for value creation under his tenure as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procaccianti Companies (Sponsor) | CFO | Dec 2005–present | Led equity/debt financing, asset acquisitions/dispositions; oversight of funds with nearly $1B gross assets . |
| Procaccianti Hotel REIT Advisor | Manager & Investment Committee Member | Aug 2016–present | Governance over investment strategy, asset management, financing, and reporting . |
| Sponsor predecessor | Corporate Controller | 1988 onward (prior to 2005) | Built nationally recognized hospitality platform; negotiated with major brands and institutional investors . |
| Real estate development company | Finance & IT | Prior to Sponsor | Finance/IT leadership supporting development initiatives . |
| International architectural firm | Corporate Finance (Mgmt team) | Prior to Sponsor | Corporate finance role contributing to operational finance capabilities . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pension Real Estate Association (PREA) | Member | N/A | Industry networking and best-practice participation . |
| Hotel Asset Management Association (HAMA) | Member | N/A | Asset management community engagement . |
Fixed Compensation
- PRXA has no employees; executive officers (including CFO Vickowski) are not compensated directly by PRXA and receive no director fees from PRXA for board service .
- Non-employee director cash fees (for context): annual retainer $27,500; $1,000 per in-person board meeting; $500 per telephonic board meeting; $500 per in-person audit committee meeting ($375 for chair); $250 per telephonic audit committee meeting; cap $1,500 per day .
- Director compensation for FY2024 shows $0 for Vickowski and CEO Procaccianti; independent directors each received $31,250 in cash fees .
Performance Compensation
- PRXA does not have a standing compensation committee and has no executive compensation policy/program because executives are not paid by PRXA; therefore no PSU/RSU/option-based PRXA awards, targets, or payouts apply to Vickowski at the PRXA level .
- Independent directors receive restricted K shares under the long-term incentive plan (initial 250; 250 on each re-election; four-year ratable vest; full vest on death/disability or change in control). This does not apply to Vickowski (non-independent director) .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (common) | 558,410 shares (via TPG Hotel REIT Investor, LLC) . |
| Ownership % of outstanding | 9.32% . |
| Nature of ownership | Managing member of TPG Hotel REIT Investor Holdings, LLC and Holdings II, LLC; possesses dispositive power over 558,410 shares; may be deemed beneficial owner . |
| Vested vs unvested | Not disclosed. |
| Options (exercisable/unexercisable) | Not disclosed. |
| Pledging | Insider Trading Policy prohibits margin accounts and pledging without prior board approval ; proxy notes no specific board hedging policy and no hedging transactions in 2024 . |
| Ownership guidelines | Not disclosed at PRXA level. |
- Insider trading process: Pre-clearance required for any transactions; Rule 10b5‑1 plan governance includes cooling-off periods and certifications for directors/officers; no 10b5‑1 arrangements adopted/terminated/modified in Q4 2024 .
Employment Terms
- Role start date & tenure: CFO and Treasurer since August 2016; Director, CFO roles ongoing; CFO of Sponsor since December 2005 .
- Employment agreement: No PRXA-level employment agreement or severance/change-of-control terms for Vickowski disclosed; executives are compensated by Advisor/Sponsor .
- Advisory Agreement (ecosystem economics): Annual term; renewed by independent directors; termination mechanics drive payments to Advisor of deferred asset management, acquisition, and disposition fees (6% non-compounded interest), with different outcomes for listing, merger/acquisition, non-cause termination, or cause termination .
- Proposed Second Amended & Restated Advisory Agreement would remove August 13, 2026 deadlines to stop accrual of asset management fees and interest on deferred acquisition/disposition fees (subject to stockholder approval) .
Board Governance
- Board composition: Vickowski is a director (non-independent). Independent directors: Aubin, Engel, Ohsberg. CEO Procaccianti is Chairman; no Lead Independent Director .
- Committees: One standing committee—Audit (all independent; Ohsberg designated “audit committee financial expert”; met five times in FY2024) . No compensation committee given executives/non-independent directors are not directly compensated by PRXA .
- Independence controls: Majority independent directors required; all Sponsor/Advisor matters must be approved by majority of independent directors; annual review/renewal of Advisor’s contract by independent directors .
- Dual-role implications: CEO as Chairman and CFO as Director, with executives also officers of Advisor and affiliates; independence mitigated via independent director approvals, but oversight complexity and related-party fee accruals are governance considerations .
Director Compensation (for independent directors; context)
| Name | Cash Fees (FY2024) | Stock Awards | Options | Total |
|---|---|---|---|---|
| James A. Procaccianti | $0 | $0 | $0 | $0 |
| Gregory Vickowski | $0 | $0 | $0 | $0 |
| Lawrence Aubin | $31,250 | $0 | $0 | $31,250 |
| Thomas R. Engel | $31,250 | $0 | $0 | $31,250 |
| Ronald S. Ohsberg | $31,250 | $0 | $0 | $31,250 |
Restricted stock grants to independent directors: initial 250 K shares and 250 K shares upon each re-election; four-year ratable vesting; full vest on death/disability/change in control .
Performance & Track Record
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Financial trajectory (annual): | Metric | FY2022 | FY2023 | FY2024 | |---|---:|---:|---:| | Revenues ($) | 26,520,330 | 26,406,988 | 28,130,637 | | EBITDA ($) | 11,194,112* | 8,781,096* | 9,976,476* | | Net Income ($) | 4,392,534 | 1,274,172 | 1,540,403 | | EBITDA Margin (%) | 36.54%* | 29.29%* | 31.29%* | | Net Income Margin (%) | 14.34%* | 4.25%* | 4.83%* | Note: Values marked with * retrieved from S&P Global.
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NAV per share progression (selected classes): | Share Class | 3/31/2023 NAV/Share | 3/31/2024 NAV/Share | 3/31/2025 NAV/Share | |---|---:|---:|---:| | Class K-I | $11.53 | $10.17 | $10.17 | | Class K | $11.53 | $10.17 | $10.17 | | Class A | $22.76 | $9.82 | $7.14 |
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Votes and board service continuity: Vickowski re-elected in 2023 and 2024 annual meetings (stockholder vote counts show majority support) .
Compensation Structure Analysis
- At-risk pay at PRXA is de minimis for executives (no PRXA salary/bonus/equity), shifting alignment to Advisor-level incentives and fee structures .
- Proposed Advisory Agreement extends accrual periods for advisor fees beyond August 13, 2026, increasing the durability of fee economics tied to Advisor rather than PRXA performance, a potential red flag for pay-for-performance alignment .
- Absence of a compensation committee and lack of executive pay disclosures at PRXA complicate benchmarking and pay-for-performance assessments .
Related Party Transactions and Risk Indicators
- Extensive related-party ecosystem: PRXA reimburses Advisor for administrative services; construction reimbursements to TPG Construction; advisor fee deferrals accrue at 6% non-compounded interest, with significant payments on listing/merger/non-cause termination scenarios .
- Insider Trading Policy prohibits pledging/margin accounts/hedging without prior approval; proxy reports no hedging by officers/directors in 2024 .
- No say-on-pay advisory votes disclosed at recent meetings; agendas focused on director elections and advisory agreement approvals .
Equity Ownership & Alignment (Detailed)
- Vickowski’s alignment is through control of 9.32% beneficially owned shares via TPG Hotel REIT Investor, LLC, rather than direct PRXA executive equity awards .
- Ownership concentration among management-linked entities raises alignment and liquidity considerations, particularly given non-listed share structure and redemption program constraints .
Employment Terms (Non-Compete / Severance / Clawback)
- Non-compete, non-solicit, severance, and clawback terms specific to Vickowski are not disclosed at PRXA; governance relies on Advisor agreement oversight and insider trading policy .
Investment Implications
- Alignment: Vickowski’s significant beneficial stake (9.32%) via Sponsor-affiliated entity supports alignment, but PRXA’s lack of direct executive compensation and reliance on Advisor fee accruals weakens pay-for-performance at the PRXA level; proposed extension of fee accrual deadlines increases potential misalignment risk .
- Governance: Dual roles (CEO=Chairman; CFO=Director) and affiliated Advisor relationships are mitigated by majority-independent approvals, but concentration and related-party flows warrant close scrutiny—especially around the Advisor renewal and termination economics .
- Performance: Revenues modestly grew in FY2024, net income improved, but EBITDA and margins remain below FY2022; Class A NAV declines from 2023 to 2025 highlight value pressure for A shares despite stable K/K‑I NAVs .
- Trading signals: Non-listed structure reduces traditional TSR analysis; monitor NAV updates, advisory agreement proposals, and liquidity events (listing/merger) since these trigger material fee payments and redistribution of value across share classes .
S&P Global disclaimer: Values marked with * retrieved from S&P Global.