Anthony C. Zinni
About Anthony C. Zinni
General Anthony C. Zinni, age 82, has served as an independent director of Sotherly Hotels Inc. since December 2004. He is a retired U.S. Marine Corps General (39 years of service) with subsequent corporate and academic leadership roles and currently serves on Sotherly’s Nominating, Corporate Governance and Compensation (NCGC) Committee . His education includes a B.A. in Economics (Villanova), an M.A. in International Relations (Salve Regina), an M.S. in Management and Supervision (Central Michigan), and honorary doctorates from the College of William & Mary and the Marine Maritime Academy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Marine Corps | Commanding General, I MEF; Commander-in-Chief, U.S. Central Command | 1994–1996; 1997–2000 | Led major operations; strategic command experience |
| U.S. State Department | Senior adviser and U.S. envoy to the Middle East | Nov 2001 | Presidential diplomatic missions; crisis/humanitarian work |
| DynCorp International | Director; Executive Vice President | 2006–2008; Jul–Dec 2008 | Governance and executive oversight in defense services |
| BAE Systems | Director; Interim CEO | 2001–2014; 2009 | Board leadership; interim turnaround leadership |
| Consulting (Defense/National Security) | Consultant | Since Nov 2000 | Advisory across defense, national security, foreign policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cornell University | Professor | Since 2008 | Academic instruction; hospitality/finance intersections noted by board |
| Duke University | Professor | 2008 | Visiting academic role |
| BAE Systems (public company) | Director; Interim CEO | 2001–2014; 2009 | Large global defense company; public governance experience |
| DynCorp International | Director; EVP | 2006–2008; 2008 | Defense contractor; corporate governance experience |
Board Governance
- Independence: The Board determined Zinni is independent under NASDAQ standards; he serves on the NCGC Committee (current members: Robertson, Walker, Zinni; Walker not standing for re-election) .
- Committee assignments: NCGC Committee member; not on Audit (Audit members: Gibson [chair], Caldwell, Robertson; Gibson designated “audit committee financial expert”) .
- Attendance and engagement: In FY2024 the Board held 4 regular and 1 special meeting; no incumbent director attended fewer than 75% of Board/committee meetings, and all directors except Walker and Gibson attended the 2024 annual meeting (Zinni attended) .
- Leadership structure: Chairman and CEO roles are separated; lead independent director is Walter S. Robertson III, who chairs independent director sessions and facilitates communication with management .
- Compensation oversight context: The NCGC Committee oversees governance policies, director nominations, executive compensation, and administration of the 2022 Long-Term Incentive Plan .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Equity Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 29,333 | 4,035 (3,000 shares @ $1.345 on 1/18/2024) | 33,368 |
- Director fee structure: Annual $20,000 retainer; Board meeting fees $750 in-person, $375 telephonic; committee meeting fees range $375–$2,250; ad hoc committee quarterly retainer $10,000 and chair fee $4,875; Audit and NCGC chairs receive $6,500 per year; 10% cash fee reduction effective July 1, 2025 .
- Annual director equity: 3,000-share restricted stock awards in 2024 (fully vested 12/31/2024) and 3,000 shares on 1/2/2025 scheduled to vest 12/31/2025; distributions paid on restricted stock at the same rate/date as common but sale prohibited until vesting .
Performance Compensation
| Grant Type | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Director Award) | 1/18/2024 | 3,000 | $4,035 (3,000 × $1.345) | Fully vested on 12/31/2024 | None disclosed; time-based vesting (no options granted) |
| Restricted Stock (Director Award) | 1/2/2025 | 3,000 | Not disclosed | Scheduled to vest on 12/31/2025 | None disclosed; time-based vesting (no options granted) |
- Stock option policy: Company has not granted stock options; equity awards are administered under the 2022 Plan by the NCGC Committee .
Other Directorships & Interlocks
| Company | Type | Role | Years | Interlocks/Conflicts with SOHO |
|---|---|---|---|---|
| BAE Systems | Public | Director; Interim CEO | 2001–2014; 2009 | None disclosed with SOHO operations |
| DynCorp International | Defense contractor | Director; EVP | 2006–2008; 2008 | None disclosed with SOHO operations |
- No related-party transactions disclosed involving Zinni; principal related-party exposure for SOHO involves hotel management agreements and other arrangements with Our Town Hospitality (affiliates of Chairman Andrew M. Sims and CEO David R. Folsom), which are reviewed/approved under Audit Committee procedures .
Expertise & Qualifications
- Leadership: Four decades of military command culminating in CENTCOM; crisis management and diplomacy (Middle East envoy) .
- Corporate governance: Board and interim CEO experience at global defense companies; executive experience at DynCorp International .
- Academic credentials: Teaching roles at Cornell and Duke; advanced degrees and honorary doctorates .
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock Beneficially Owned | 110,164 shares; includes restricted awards |
| Percent of Class | <1% (asterisk indicates less than 1%) |
| Unvested Restricted Shares | 3,000 shares vesting 12/31/2025 |
| Preferred Stock Ownership | None in Series B/C/D |
| Pledged Shares | None; no director/NEO pledging disclosed |
| Hedging Policy | Company prohibits hedging by directors/officers/key employees |
Governance Assessment
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Strengths:
- Long-tenured independent director with substantial leadership and governance experience; active NCGC membership aligns with oversight of nominations and executive compensation .
- Attendance: Board/committee engagement above 75% threshold; attended 2024 annual meeting, signaling commitment .
- Equity alignment: Holds common shares with additional time-based restricted stock; company prohibits hedging; no pledging disclosed .
- Investor support: Say-on-Pay approval of ~84.9% in 2024 indicates broad shareholder endorsement of compensation practices .
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Risks/RED FLAGS (contextual to board oversight):
- Related-party complexity: Extensive management contracts and other arrangements with Our Town Hospitality controlled by affiliates of the Chairman and CEO (fees of ~$4.7m base and ~$0.1m incentive in 2024; termination and extension provisions through 2035) require rigorous independent oversight; Zinni’s NCGC role is relevant to managing conflicts and executive pay decisions .
- Family employment: Employment of Chairman’s son and son-in-law (with compensation, stock grants, and severance/change-of-control protections) heightens governance sensitivity; independent committee approvals and disclosures are in place but remain a monitoring point .
- Executive change-of-control/severance multiples: Senior executives have 3× salary+bonus severance and multi-year benefit continuation; while standard in some small-cap REITs, it elevates pay-risk profile that NCGC must continually justify against performance .
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Overall: Zinni’s independence, tenure, and leadership background support board effectiveness. Key governance focus areas include vigilant oversight of related-party transactions with Our Town, continual evaluation of executive severance/change-of-control terms, and preserving strong independent committee processes. The Board’s separate Chair/CEO structure and designated Lead Independent Director enhance checks and balances, with Zinni contributing through NCGC participation .