Ron Hadar
About Ron Hadar
Ron Hadar is Secretary and General Counsel of Procaccianti Hotel REIT, Inc. (PRXA), serving since August 2016; age 57 as of the 2025 proxy. He oversees legal matters across hotel development, acquisitions/divestitures, financings, contracting, governance, and asset management for PRXA’s sponsor (Procaccianti Companies, Inc.), its advisor (Procaccianti Hotel Advisors, LLC), and TPG Hotels & Resorts, Inc. He holds a JD (University of Denver, 1995) and a BA (University of Rochester, 1990); admitted in MA and serves as In-House Attorney in RI, and is a CLE lecturer in real estate matters . PRXA is externally advised, does not list its shares, and does not compensate executive officers directly; TSR metrics are not disclosed. Company performance context: revenues rose 6.5% YoY in FY 2024 and 0.4% vs FY 2022; EBITDA grew 13.6% YoY in FY 2024 but is below FY 2022 levels (values below; EBITDA from S&P) [GetFinancials].
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $26,520,330 ] | $26,406,988 ] | $28,130,637 ] |
| EBITDA ($USD) | $11,194,112* | $8,781,096* | $9,976,476* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procaccianti Companies, Inc. (Sponsor) | Assistant General Counsel → General Counsel | Aug 2015 → Jan 2016 (GC since Jan 2016) | Led legal support for sponsor’s investments and hotel platform . |
| The Richmond Company, Inc. | General Counsel | Jun 2005 – Jun 2015 | Oversaw legal for acquisition/development/ownership of commercial & residential assets . |
| National/Regional Law Firms (Boston) | Attorney (Capital Markets, Corporate & Real Estate) | Pre-2005 (not specifically dated) | Advised on capital markets and real estate transactions, underpinning current GC expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massachusetts Continuing Legal Education | Lecturer (Real Estate) | Not disclosed | Industry education; reinforces domain expertise and network . |
| MA, RI, and American Bar Associations | Member | Not disclosed | Professional standards and governance participation . |
Fixed Compensation
PRXA’s executive officers (including Hadar) do not receive compensation directly from the Company; they are compensated by the external Advisor and affiliates. PRXA has no executive compensation policy or compensation committee given this structure .
| Component | Disclosure | Notes |
|---|---|---|
| Base Salary | Not disclosed | Execs are paid by Advisor/affiliates, not PRXA . |
| Target Bonus % | Not disclosed | No PRXA-paid bonus program for execs . |
| Actual Bonus Paid | Not disclosed | — |
| RSUs/PSUs | Not disclosed | Director restricted stock disclosed; no exec equity awards at PRXA . |
| Options | Not disclosed | — |
| Perquisites | Not disclosed | — |
| Pension/SERP | Not disclosed | — |
| Deferred Comp | Not disclosed | — |
Performance Compensation
PRXA does not operate a company-paid executive incentive (no CD&A; executives are compensated at the Advisor). No performance metric weightings, targets, payouts, or vesting schedules are disclosed for Hadar .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no PRXA-paid exec plan) | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Disclosure | Notes |
|---|---|---|
| Beneficial Ownership (Hadar) | Not disclosed | Beneficial ownership tables list directors and CEO/CFO; Hadar not individually listed; 5% holder TPG Hotel REIT Investor at ~9.3% . |
| Ownership as % of SO | Not disclosed | — |
| Vested vs Unvested | Not disclosed | — |
| Options (exercisable/unexercisable) | Not disclosed | — |
| Shares Pledged | Not disclosed | No pledging policy disclosure; hedging policy discussed separately . |
| Stock Ownership Guidelines | Not disclosed | — |
| Compliance with Guidelines | Not disclosed | — |
| Hedging | No specific policy; no hedging transactions by officers/directors in FY 2024/FY 2023 . |
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Employment Start Date | Aug 2016 (Secretary & General Counsel) | Tenure ~9 years as of 2025 proxy . |
| Contract Term | No individual employment contract disclosed | PRXA is externally advised; executive employment is through Advisor . |
| Advisor Agreement Term | One-year; annual renewals by independent directors | Renewed Aug 2, 2025; Board seeking to remove accrual stop dates via Proposed Advisory Agreement . |
| Severance/Change of Control | No individual exec terms disclosed | Advisor-level economics: Payments of deferred asset mgmt, acquisition, disposition fees upon listing/merger/non-cause termination; interest at 6% non-compounded. Proposed change removes Aug 13, 2026 accrual stop . |
| Non-compete/Non-solicit | Non-solicitation restrictions on Company vs Advisor personnel/customers | One-year post-termination non-solicit; no explicit non-compete disclosed in proxy . |
| Clawback | Not disclosed | — |
| Garden Leave | Not disclosed | — |
| Post-termination Consulting | Not disclosed | — |
Compensation Committee Analysis
- PRXA has no standing compensation committee; rationale is that executive officers and non-independent directors do not receive compensation directly from PRXA .
- External advisory model shifts compensation to Advisor; company-level performance incentives for executives are not disclosed, reducing transparency into pay-for-performance alignment .
Related Party & Governance Red Flags (Context for alignment)
- External Advisor paid asset management fees (0.75% annually, quarterly accrual) and deferred acquisition/disposition fees; interest accrues at 6% non-compounded. Board proposes removing the 2026 accrual stop date, extending fee accrual economics—potential investor-unfriendly change if approved .
- Multiple affiliate transactions (property management, construction, insurance reimbursements) overseen by independent directors per charter/NASAA guidelines .
Say-on-Pay & Shareholder Feedback
- No say-on-pay votes disclosed; PRXA does not compensate executive officers directly and has no executive compensation program at PRXA .
Expertise & Qualifications
- Education: JD (University of Denver, 1995); BA (University of Rochester, 1990) .
- Legal/transactional expertise: >20 years in transactional business and real estate law; GC roles across sponsor/advisor/hotel platform; CLE lecturer; bar memberships (MA, RI, ABA) .
- Industry scope: Hospitality real estate development, acquisitions, financing, asset management .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable Scope |
|---|---|---|---|
| Procaccianti Companies / TPG Hotels & Resorts | General Counsel | Since Jan 2016 | Corporate governance, hotel transactions, capital placement . |
| Procaccianti Hotel REIT (PRXA) | Secretary & General Counsel | Since Aug 2016 | Corporate secretary functions; legal across REIT operations . |
| The Richmond Company, Inc. | General Counsel | 2005–2015 | Full-cycle real estate legal leadership . |
| Law Firms (Boston) | Attorney | Pre-2005 | Capital markets/corporate/real estate . |
Board Governance (for context; Hadar is not a director)
- Audit Committee comprised entirely of independent directors; Ohsberg designated financial expert; five audit committee meetings in FY 2024/FY 2023 .
- No compensation committee; directors are elected annually; independent director oversight of Advisor renewals/fees .
Investment Implications
- Alignment: Lack of company-disclosed executive pay and performance metrics (for Hadar) limits visibility into pay-for-performance. Executive compensation sits at Advisor-level, while Advisor fee accruals (and proposed removal of accrual stop dates) increase fee longevity—potentially misaligned with shareholder liquidity timelines .
- Retention risk: Tenure since 2016 and integrated GC responsibilities across sponsor/advisor/platform suggest low near-term retention risk; however, Advisor termination or structural changes could impact executive employment and continuity .
- Trading signals: No hedging by officers/directors in FY 2024/FY 2023, and Section 16 compliance reported—no immediate insider selling pressure signals; PRXA shares are not exchange-listed, limiting TSR analytics and market-based signals .
- Performance context: Revenues increased in FY 2024 (+6.5% YoY), while EBITDA improved vs FY 2023 but remains below FY 2022; continuing stability supports operational execution under external advisory model, but fee structure changes warrant scrutiny for investor returns [GetFinancials].
Citations:
- 2025 DEF 14A content on roles, governance, compensation structure, ownership, advisory agreement: .
- 2024 DEF 14A corroboration of roles, governance, compensation structure, ownership: .
- Financials table derived via S&P Global: Revenues cited; EBITDA marked with asterisks and S&P disclaimer [GetFinancials].