Lawrence Aubin
About Lawrence Aubin
Independent director of Procaccianti Hotel REIT, Inc. since August 2016; age 80 as of the 2025 proxy. President & CEO of Aubin Corporation (commercial/industrial development) since November 1983. Chair of Lifespan Corporation since October 2014 and active in regional banking advisory and civic roles. Selected for board service based on leadership in large institutions and real estate industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aubin Corporation | President & CEO | Since Nov 1983 | Commercial/industrial development leadership |
| Lifespan Corporation | Vice Chair; Co-chair RI Hospital/Miriam Board; Chair RI Hospital Board (prior) | Prior to Oct 2014; various | Led major campus investments; chaired Development, Finance, Facilities committees; oversaw clinical infrastructure projects |
| Durfee-Attleboro Bank; South Shore Bank; Bank of Boston | Director | Various, past | Contributed banking expertise across regional institutions |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lifespan Corporation | Chairman | Oct 2014 | Oversees RI-based health network governance |
| Citizens Bank | Commercial Banking Advisory Board Member | Ongoing (date not specified) | Advisory role to regional bank |
| Providence College | Business Advisory Council Member | Since 2009 | Business advisory engagement |
Board Governance
- Independence: Aubin qualifies as an independent director; majority of the board is independent; PRXA’s independence definition complies with NASAA REIT Guidelines and NYSE standards .
- Committee assignments: Audit Committee member (audit committee is Aubin, Engel, Ohsberg; Ohsberg designated “audit committee financial expert”) .
- Committee leadership: Audit Committee chaired by Ronald S. Ohsberg .
- Meetings and attendance: Board met 5 times in FY2024; Audit Committee met 5 times; all incumbent directors attended at least 75% of board and committee meetings during their service period .
- Lead Independent Director: None; board describes independent oversight mechanisms and annual advisor review by independent directors .
- Hedging/Pledging: No specific hedging policy adopted; PRXA common not exchange-listed; no hedging transactions in FY2024 reported .
- Shareholder voting: Re-elected January 17, 2025; votes shown below .
| 2024 Annual Meeting (held Jan 17, 2025) | For | Withheld/Abstain |
|---|---|---|
| Lawrence Aubin (Director re-election) | 2,912,106.24 | 121,306.49 |
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $27,500 | Pro-rated for partial terms |
| Board meeting fee (in-person) | $1,000 per meeting | Daily cap applies |
| Board meeting fee (telephonic) | $500 per meeting | Daily cap applies |
| Audit committee meeting (in-person) | $500 per meeting | Chair receives $375 per meeting |
| Audit committee meeting (telephonic) | $250 per meeting | |
| Daily cap for combined meetings | $1,500 per day |
| 2024 Actual Director Compensation (Cash) | Amount |
|---|---|
| Fees earned or paid in cash (Aubin) | $31,250 |
| Stock awards | $0 |
| Option awards | $0 |
| Non-equity incentive compensation | $0 |
| All other compensation | $0 |
| Total | $31,250 |
Performance Compensation
- Structure: Independent directors receive restricted Class K shares upon initial election (250 shares) and upon each annual re-election (250 shares), vesting 25% per year over 4 years; full vesting on death/disability or change of control .
- Plan capacity: 5,000,000 K Shares and 1,500,000 A Shares reserved; equity awards not to exceed 5% of outstanding K and A shares at grant; options must have exercise price ≥ fair market value .
| Grant Date | Award Type | Shares | Fair Value per Share |
|---|---|---|---|
| Feb 11, 2019 | Restricted Class K Shares | 500 (each independent director) | $10.00 |
| Jul 11, 2019 | Restricted Class K Shares | 250 (each) | $10.00 |
| Nov 17, 2020 | Restricted Class K Shares | 250 (each) | $8.56 |
| Dec 8, 2021 | Restricted Class K Shares | 250 (each) | $9.85 |
| Dec 22, 2022 | Restricted Class K Shares | 250 (each) | $10.29 |
| Dec 22, 2023 | Restricted Class K Shares | 250 (each) | $11.53 |
| Jan 17, 2025 | Restricted Class K Shares | 250 (each) | Not disclosed |
Other Directorships & Interlocks
| Company/Institution | Role | Public Company? | Potential Interlock Considerations |
|---|---|---|---|
| Lifespan Corporation | Chairman | No (health network) | Healthcare governance; no PRXA-related transaction disclosed |
| Citizens Bank | Commercial Banking Advisory Board Member | Citizens Financial Group is public, but advisory role noted; entity not specified as CFG plc | Banking exposure; no PRXA-related transactions disclosed |
| Durfee-Attleboro Bank; South Shore Bank; Bank of Boston | Director (past) | Historical roles | Historical banking roles; no PRXA-related transactions disclosed |
| Providence College | Business Advisory Council Member | Non-profit | Advisory role |
Expertise & Qualifications
- Real estate operations and development executive with decades of experience (Aubin Corporation) .
- Health system governance and strategic capital projects leadership (Lifespan) .
- Banking advisory experience (Citizens Bank and prior bank boards) .
- Board rationale: extensive leadership and real estate experience to support PRXA strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Shares Outstanding |
|---|---|---|
| Lawrence Aubin (Independent Director) | 2,000 | <1% |
- Shares outstanding at record date (Oct 14, 2025): Class K 3,859,667; Class K-I 1,427,448; Class A 581,410 .
- Section 16 compliance: Company believes all executive officers and directors filed required reports timely .
- Hedging/Pledging: No hedging policy; no hedging transactions in FY2024; pledging not disclosed .
Governance Assessment
- Board effectiveness: Aubin is an engaged independent audit committee member; board and audit committee met five times in FY2024 with ≥75% attendance, supporting oversight continuity .
- Compensation/Alignment: Director pay is modest, cash-heavy ($31,250 in 2024) with time-vested restricted stock on re-election, creating ongoing equity exposure; no options or performance-based director awards disclosed for 2024 .
- Independence and conflicts: Aubin meets independence standards; PRXA’s charter requires independent approval for affiliate transactions; audit committee comprised entirely of independent directors .
- Related-party exposure (Board-level): Extensive affiliate fee arrangements with the external Advisor (Procaccianti Hotel Advisors), including deferred acquisition/disposition/asset management fees accruing interest; renewal authorized June 25, 2025 by independent directors; Proposed Advisory Agreement seeks to remove 2026 accrual stop-dates—investors should scrutinize fee accrual longevity and alignment .
- Policies: No hedging prohibition and no lead independent director may be viewed as weaker governance signals versus listed REIT norms, though PRXA is non-listed and asserts alternative independence frameworks .
- Shareholder support: Aubin’s re-election received 2.91M “For” votes versus ~121k withheld/abstain, indicating broad support among holders .
RED FLAGS to monitor
- Extension of Advisor fee accruals: Proposed removal of deadlines for asset management fee accrual and interest on deferred acquisition/disposition fees beyond August 13, 2026, which can extend external fee claims over time .
- Lack of hedging policy and absence of lead independent director in a complex affiliate structure; investors should rely on audit committee oversight where Aubin participates .
Positive signals
- Consistent attendance and independent audit oversight by Aubin; audit committee financial expertise designated on the committee (Ohsberg) enhances governance rigor .
- Regular, modest equity grants with vesting provide skin-in-the-game without aggressive option risk .