James Procaccianti
About James Procaccianti
James A. Procaccianti (age 67) is President, Chief Executive Officer, and Chairman of the Board of Procaccianti Hotel REIT, Inc. (PRXA), roles he has held since August 2016. He is also President & CEO of Procaccianti Companies, Inc. (Sponsor) and a manager and investment committee member of Procaccianti Hotel Advisors, LLC (the external Advisor). He attended Bryant University in Smithfield, RI. PRXA’s shares are not listed on an exchange, so total shareholder return (TSR) is not applicable; the proxy does not disclose revenue/EBITDA growth for purposes of executive compensation analysis.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procaccianti Hotel REIT, Inc. | President, Chief Executive Officer, Chairman | Aug 2016–present | Leads strategy, acquisitions, investor and franchise relations; Chair of Board. |
| Procaccianti Companies, Inc. (Sponsor) | President & CEO | Feb 1980–present | Grown Sponsor into a large private hotel owner/operator; executed complex institutional transactions. |
| Procaccianti Hotel Advisors, LLC (Advisor) | Manager; Investment Committee | Aug 2016–present | Oversees advisory and investment processes for PRXA. |
External Roles
| Organization | Role | Years |
|---|---|---|
| Rhode Island Hospital | Board of Trustees | Not disclosed |
| Hasbro Children’s Hospital | Advisory Committee | Not disclosed |
| Crossroads RI (largest RI homeless shelter) | Board of Directors | Not disclosed |
| Procaccianti Family Foundation | Founder (philanthropy) | Not disclosed |
| Recognition | Providence Business News “Top 25 Driving Forces” | Not disclosed |
| All as disclosed in the proxy biography. |
Fixed Compensation
- PRXA has no employees and does not pay executive officers (including the CEO) any compensation directly; therefore, there is no base salary, bonus, or company-paid equity for Mr. Procaccianti. Compensation, if any, is paid by the external Advisor and affiliates, not by PRXA.
Director compensation (independent directors):
- Cash: $27,500 annual retainer; meeting fees of $1,000 (in-person Board), $500 (telephonic Board), $500 (in-person Audit; $375 for Chair), $250 (telephonic Audit); daily cap $1,500 if multiple meetings same day.
- Equity: 250 restricted Class K shares granted upon each annual re‑election; vests 25% annually over four years (accelerates on death/disability or change in control).
Director compensation table (FY 2024):
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| James A. Procaccianti | $0 | $0 | $0 |
| Gregory Vickowski | $0 | $0 | $0 |
| Lawrence Aubin | $31,250 | $0 | $31,250 |
| Thomas R. Engel | $31,250 | $0 | $31,250 |
| Ronald S. Ohsberg | $31,250 | $0 | $31,250 |
| (Exec directors do not receive director pay.) |
Performance Compensation
- PRXA has no standing compensation committee and does not pay performance-based compensation to executive officers; consequently, no annual incentive plan, PSUs, options, or performance metric weightings/payouts are disclosed for Mr. Procaccianti.
- Independent director equity: Restricted K share grants (250 per re‑election) vest over 4 years; no performance metrics tied to vesting are disclosed.
Equity Ownership & Alignment
Beneficial ownership (as of Oct 14, 2025):
- Mr. Procaccianti is a managing member of TPG Hotel REIT Investor Holdings, LLC (parent of TPG Hotel REIT Investor, LLC) and may be deemed the beneficial owner of 558,410 shares (9.32%).
- Independent directors each hold 2,000 shares (under 1%).
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| TPG Hotel REIT Investor, LLC | 558,410 | 9.32% |
| James A. Procaccianti (deemed via TPG Hotel REIT Investor Holdings, LLC) | See note | 9.32% |
| All directors & officers (5 persons) | 564,410 | 9.42% |
| (Ownership structure per footnotes; Mr. Procaccianti has dispositive power over TPG Hotel REIT Investor, LLC’s shares.) |
Additional alignment/risks:
- Hedging/pledging: The Board has not adopted specific hedging practices or policies; no hedging transactions occurred in 2024. Pledging is not discussed.
- Stock ownership guidelines: Not disclosed.
Employment Terms
PRXA is externally advised by Procaccianti Hotel Advisors, LLC. Key economic terms (affecting incentives and potential change-of-control outcomes):
| Fee/Term | Economics | Deferral/Interest | Payment Triggers |
|---|---|---|---|
| Acquisition Fee | 1.5% of Gross Contract Purchase Price | Deferred; 6.0% non-compounded interest | Liquidation, other liquidity event (listing or sale/merger), or Advisory Agreement termination/non‑renewal (other than for cause) |
| Asset Management Fee | 0.75% annually (quarterly in arrears) of adjusted cost basis | Deferred if 6% distributions unpaid; 6.0% non-compounded interest; payable before special distributions and upon certain events; subject to 2%/25% expense cap | Liquidation or other liquidity event (to extent value exceeds liquidation preference), immediate on non‑cause termination; continues to accrue interest after termination for cause until later payment event |
| Disposition Fee | 0.5x brokerage commissions, capped at 1.5% of sale price | Deferred; 6.0% non-compounded interest | Same as Acquisition Fee |
| Non‑Cause Advisory Agreement Termination | Company must pay all deferred Acquisition/Asset Mgmt/Disposition fees plus accrued interest, regardless of asset values; also an A‑share repurchase obligation at stated value plus accrued distributions or FMV-based amount (Board discretion on form, including promissory notes) | Immediate on termination | |
| Listing/Merger Payment Mechanics | Pay deferred fees and accrued interest up to excess of market value/merger consideration over liquidation preference | At listing or merger closing | |
| Proposed 2025 Amendment | Removes Aug 13, 2026 deadline at which fee accrual/interest would otherwise cease; Board recommends approval | If not approved, accrual ceases on Aug 13, 2026 |
Note: These economics benefit the Advisor (where Mr. Procaccianti is a manager) rather than an employment contract with PRXA; no executive severance or non‑compete terms with PRXA are disclosed.
Board Governance
- Roles/Independence: Mr. Procaccianti is CEO, President, and Chairman (non‑independent). The Board’s three independent directors (Aubin, Engel, Ohsberg) meet NYSE independence criteria though PRXA shares are not listed.
- Committees: Only Audit Committee; comprised entirely of independent directors; Ohsberg designated “audit committee financial expert.”
- Board attendance: Five meetings in FY 2024; each incumbent director attended at least 75%.
- Lead independent director: None. Board cites independent oversight via majority independent board and annual Advisor review.
- Hedging policy: No specific practices/policies; no hedging transactions in 2024.
- Listing status: Shares not listed on any exchange (no established market value).
Director Compensation
- Executive directors (Procaccianti, Vickowski): No compensation for Board service.
- Independent director pay: Cash retainers/fees as above; annual restricted K share grants (250), vesting 25% per year over four years; accelerated vesting on death/disability or change in control.
Related Party Transactions (Governance Red Flags)
Key 2024/1H25 affiliate economics and balances:
- Administrative services reimbursements to Advisor: $180,839 (FY 2024) and $97,995 (1H 2025).
- Asset management fees incurred: $727,761 (FY 2024); $368,219 (1H 2025); interest on deferred asset management fees: $24,384 (FY 2024); $5,478 (1H 2025).
- Acquisition fees: None incurred in FY 2024 or 1H 2025; interest on outstanding deferred acquisition fees: $74,648 (FY 2024); $37,017 (1H 2025).
- Disposition fees: None incurred in FY 2024 or 1H 2025.
- Property management base fees (affiliates): $956,558 (FY 2024); $450,973 (1H 2025) with associated reimbursements and accrued amounts.
- Insurance reimbursements to TPG Risk Services (affiliate): $570,069 (FY 2024); $516,713 (1H 2025).
- Construction reimbursements to TPG Construction (affiliate): $186,092 (FY 2024); $3,810 (1H 2025).
- Loans from Advisor: $94,194 aggregate subordinated notes; interest expense $4,255 (FY 2024); $2,144 (1H 2025); maturities subordinated to liquidation preference.
These arrangements underscore potential conflicts: CEO is also Chairman and an Advisor manager, while the Advisor/affiliates collect multiple fee streams and reimbursements, including deferred balances accruing interest.
Say‑on‑Pay & Shareholder Feedback
- PRXA does not conduct say‑on‑pay (no executive compensation paid by the Company).
- Director election results (2024 Annual Meeting held Jan 17, 2025): | Director | For | Withheld/Abstain | |---|---:|---:| | James A. Procaccianti | 2,938,643.07 | 94,769.66 | | Gregory Vickowski | 2,913,106.24 | 120,306.49 | | Lawrence Aubin | 2,912,106.24 | 121,306.49 | | Thomas R. Engel | 2,913,106.24 | 120,306.49 | | Ronald S. Ohsberg | 2,908,059.70 | 125,353.03 |
Compensation Structure Analysis (Alignment Signals)
- No Company-paid executive compensation: Because PRXA pays executives $0, there is no direct pay-for-performance linkage at the corporate level for Mr. Procaccianti. Incentives instead arise via the external Advisor’s fee structure (AUM-based asset management fees, transaction fees, and deferred fee accrual with interest), which can be less aligned with common stockholder total return and may incentivize asset growth and fee realization over per‑share value creation.
- 2025 proposal to extend fee accruals: The Board is seeking stockholder approval to remove the August 13, 2026 cessation of accrual for deferred fees and interest—extending the Advisor’s economic accrual period, which could elevate long‑term fee claims on the enterprise before stockholder liquidity.
- Governance mitigants: Majority independent board; audit committee oversight; annual Advisor renewal with independent director approval; 2%/25% operating expense cap.
Employment Terms (Severance/Change‑of‑Control)
- There is no disclosed employment agreement, severance multiple, or non‑compete for Mr. Procaccianti with PRXA. Economic effects on a liquidity event are governed by the Advisory Agreement, which mandates payment of deferred fees (with interest) to the Advisor under Listing/Merger/Non‑Cause Termination scenarios as detailed above.
Board Governance Details (Dual‑Role Implications)
- CEO is also Chairman; no Lead Independent Director. The Board argues existing practices provide independent oversight, but this structure concentrates authority and may reduce independence, particularly given the Advisor’s affiliation.
- Only standing committee is Audit; no Compensation Committee given executives are not paid by the Company.
Investment Implications
- Alignment: Company-level pay-for-performance is absent, and the external advisory fee structure (AUM- and transaction-based with deferred interest accruals) can diverge from common stockholder interests; the 2025 proposal to extend fee accruals heightens this risk.
- Governance risk: CEO/Chair dual role plus Advisor management role, extensive related-party fees (property management, insurance, construction), and “non‑cause” termination obligations to the Advisor are red flags that can impact net proceeds in liquidity scenarios.
- Ownership/pressure: Mr. Procaccianti’s deemed beneficial stake (~9.32%) via TPG Hotel REIT Investor aligns interests but also concentrates control; no pledging disclosure; no public market reduces price discovery and trading signals.
- Mitigants: Majority independent board, independent audit committee with a financial expert, expense cap, and annual Advisor renewal provide some oversight.