G. Scott Gibson IV
About G. Scott Gibson IV
Independent director of Sotherly Hotels Inc. since 2017; age 60 at the 2025 annual meeting. He holds a B.S. in finance and a Ph.D. in finance from Boston College and is the K. Dane Brooksher Professor of Business at William & Mary, with prior faculty roles at Cornell and Minnesota; earlier career includes analyst at Fidelity and credit team leader at HSBC, focusing research on hospitality financing, REITs, investor targeting, and conflicts in delegated investment management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William & Mary Mason School of Business | K. Dane Brooksher Professor of Business | 2005–present | Academic expertise informing audit oversight |
| Cornell University School of Hotel Administration | Professor; online executive education instructor | 2001–2005; ongoing online instructor | Hospitality finance research; editorial board member |
| University of Minnesota Carlson School of Management | Professor | 1996–2001 | Finance teaching/research |
| Fidelity Investments | Analyst | 1987–1988 | Buy-side analytics |
| HSBC Bank | Credit Team Leader (Fortune 500 clientele) | 1988–1991 | Corporate credit risk |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornell Hotel and Restaurant Administration Quarterly | Editorial Board | 2005–present | Oversight of hospitality research publications |
No other public company directorships are disclosed in the proxy for Mr. Gibson .
Board Governance
- Independence: The Board determined Gibson meets NASDAQ independence standards; he is chair of the Audit Committee and designated an “audit committee financial expert” per Item 407(d)(5) of Regulation S-K .
- Committee assignments: Audit Committee Chair; Audit Committee members are Gibson, Caldwell, Robertson; NCGC Committee comprises Robertson, Walker, Zinni (Walker not standing for reelection) .
- Meeting cadence: Board held 4 regular and 1 special meeting in FY2024; Audit Committee met 14 times in FY2024; NCGC Committee met 2 times in FY2024 .
- Attendance: No incumbent director attended fewer than 75% of Board/committee meetings in FY2024; all directors except Walker and Gibson attended the 2024 annual meeting of stockholders (i.e., Gibson did not attend) .
- Leadership: Lead Independent Director is Walter S. Robertson III, chair of NCGC Committee; Board maintains separate Chair (Andrew M. Sims) and CEO (David R. Folsom) roles .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $20,000 | Policy | Standard cash retainer |
| Board meeting fee (in-person) | $750 per meeting (+ expenses) | Policy | Telephonic fee $375 |
| Committee meeting fees | $375–$2,250 per meeting | Policy | Applies to standing/ad hoc committees |
| Ad hoc committee quarterly retainer | $10,000 | Policy | Chair quarterly fee $4,875 |
| Audit Committee Chair fee (Gibson) | $6,500 per year | Ongoing | Chair premium for Audit Committee |
| Director cash fee reduction | 10% reduction | Effective July 1, 2025 | Cost discipline signal |
| Fees earned (Gibson) | $35,125 | FY2024 | Reported compensation |
Performance Compensation
| Grant Date | Shares | Fair Value/Share | Total Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Jan 18, 2024 | 3,000 | $1.345 | $4,035 | Vested Dec 31, 2024 | Annual equity award to independent directors |
| Jan 2, 2025 | 3,000 | $0.95 | $2,850 | Vests Dec 31, 2025 | 2025 incentive stock award to independent directors |
Gibson’s total FY2024 director compensation: $39,160, comprising $35,125 cash fees and $4,035 stock award .
Performance Metrics and Award Structure
- Director equity awards are time-based restricted stock with annual vesting; no disclosed performance metrics (TSR/EBITDA/ESG) tied to director grants .
- Insider trading policy prohibits hedging and derivatives (puts, calls, shorts) for directors/officers/key employees, supporting alignment .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists academic/editorial roles but no other public company boards for Gibson . |
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; deep hospitality and REIT finance research experience .
- Education: B.S. in Finance; Ph.D. in Finance (Boston College) .
- Industry knowledge: Hospitality financing strategies, REITs, investor targeting, delegated investment management conflicts; research cited in major financial press .
Equity Ownership
| Security | Beneficially Owned | Percent of Class | Vested vs. Unvested | Notes |
|---|---|---|---|---|
| Common Stock | 76,093 shares | <1% | Includes 3,000 unvested shares vesting Dec 31, 2025 | None of directors/NEOs have pledged shares |
| Series B Preferred | 0 | — | — | As of Sept 18, 2025 |
| Series C Preferred | 0 | — | — | As of Sept 18, 2025 |
| Series D Preferred | 0 | — | — | As of Sept 18, 2025 |
Governance Assessment
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Strengths
- Independent Audit Committee chaired by Gibson with 14 meetings in FY2024 and formal risk oversight, including internal control over financial reporting; Gibson designated as financial expert, indicating capability for robust audit oversight .
- Clear anti-hedging insider trading policy enhances alignment and reduces risk of adverse signaling by directors .
- Equity holding by Gibson with no pledging supports alignment; ongoing annual restricted stock grants create continued ownership exposure .
-
Potential Concerns and RED FLAGS
- Non-attendance at the 2024 annual meeting by Gibson may be viewed as a modest engagement gap, though overall meeting participation exceeded 75% thresholds for Board/committee work .
- Extensive related-party transactions with Our Town Hospitality (affiliates of Chair and CEO beneficially own ~62.77% and ~6.21%, respectively), including multi-year management contracts, incentive/base fees, sublease, and benefits arrangements—places heightened importance on independent audit oversight; while policies require Audit Committee approval for >$120k related party transactions, continued vigilance is warranted (RED FLAG: related-party exposure) .
- Director compensation is primarily fixed cash plus time-based equity without disclosed performance conditions, which may reduce pay-for-performance signaling for directors relative to performance-linked frameworks .
-
Shareholder Signals
- 2024 Say-on-Pay support at ~84.9% of votes cast suggests investors broadly accepted compensation practices for executives; however, this does not directly assess director pay practices .
- Board maintains separated Chair/CEO structure and designated Lead Independent Director, supporting independent oversight .
Overall, Gibson’s independence, audit expertise, and chair role are positives for investor confidence, but related-party management arrangements elsewhere in the organization heighten the importance of rigorous committee oversight and transparency (noted RED FLAG domain) .