Maria L. Caldwell
About Maria L. Caldwell
Maria L. Caldwell (age 61 as of the Nov 17, 2025 annual meeting) is an independent director of Sotherly Hotels Inc. (SOHO) serving since 2019; she sits on the Audit Committee. She was Chief Legal Officer and Director of Compliance Services at NASBA (2013–2024; at NASBA since 2003), previously General Counsel at Sirrom Capital (1996–1999), and practiced at Bass, Berry & Sims and Gibson, Dunn & Crutcher. She holds a J.D. from Duke Law and a B.A. in Economics from Fairfield University; she is a member of the Tennessee Bar (former member of the California Bar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NASBA (National Association of State Boards of Accountancy) | Chief Legal Officer & Director of Compliance Services | 2013–2024 (with NASBA since 2003) | Governance, compliance, regulatory, oversight for 55 state boards |
| Sirrom Capital Corporation | General Counsel | 1996–1999 | Managed IPO, follow-on offerings, ~$300M in private loan closings; SEC reporting, IR, governance program |
| Bass, Berry & Sims; Gibson, Dunn & Crutcher | Attorney | N/A | Securities law, M&A, real estate, corporate law |
External Roles
- Professional: Member, Tennessee Bar; former member, State Bar of California .
- No other public-company board directorships disclosed in SOHO’s proxy biography for Caldwell .
Board Governance
- Independence: The Board determined Caldwell is independent under NASDAQ standards .
- Committees: Audit Committee member; Audit Committee chaired by G. Scott Gibson IV; NCGC Committee comprises Robertson (chair), Walker, Zinni .
- Lead Independent Director: Walter S. Robertson III (also NCGC chair) .
- Attendance: In FY2024, the Board held 4 regular and 1 special meeting; “No incumbent director” attended fewer than 75% of Board and committee meetings; Audit Committee met 14 times (2024). Directors Walker and Gibson did not attend the 2024 annual meeting; others did (implies Caldwell attended) .
- Executive sessions: Independent directors meet as deemed necessary without management .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $20,000 | Standard annual cash fee |
| Board meeting fee (in-person) | $750 per meeting (+ expenses) | $375 if telephonic |
| Committee meeting fees | $375–$2,250 per committee meeting | Ranges by committee/ad hoc needs |
| Ad hoc committee quarterly retainer | $10,000 per quarter | Chair fee $4,875 per quarter |
| Committee chair stipends | $6,500 per year (Audit, NCGC chairs) | Audit: Gibson; NCGC: Robertson |
| Mid-2025 fee reduction | 10% reduction in cash fees | Approved Jul 21, 2025; effective Jul 1, 2025 |
| Caldwell – Director Cash Fees | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 26,750 | 29,917 |
Performance Compensation
| Caldwell – Equity Awards | Grant Date | Shares | Fair Value $ | Vesting |
|---|---|---|---|---|
| Annual director RSU/stock award | Jan 12, 2023 | 3,000 | 5,670 | Vested Dec 31, 2023 |
| Annual director RSU/stock award | Jan 18, 2024 | 3,000 | 4,035 | Vested Dec 31, 2024 |
| Annual director RSU/stock award | Jan 2, 2025 | 3,000 | 2,850 (3,000×$0.95) | To vest Dec 31, 2025 |
Performance metric design for directors:
- Instruments: Time-based restricted stock (no options; the company states it does not grant stock options to executives, and director grants vest on year-end) .
- Vesting: Annual director grants historically vest on Dec 31 of the grant year (2024 grant vested 12/31/2024; 2025 grant vests 12/31/2025) .
- No disclosed performance metrics (TSR, EBITDA, etc.) attached to director equity; awards are service-based .
Note: Form 4s corroborate 3,000-share awards on Jan 18, 2024 and Jan 2, 2025 (post-transaction holdings 45,190 and 48,190, respectively): https://www.sec.gov/Archives/edgar/data/1301236/000095017024006052/0000950170-24-006052-index.htm; https://www.sec.gov/Archives/edgar/data/1301236/000095017025002232/0000950170-25-002232-index.htm
Director Compensation – Mix (Select Years)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 26,750 | 5,670 | 32,420 |
| 2024 | 29,917 | 4,035 | 33,952 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | SOHO proxy biography lists no other current public-company directorships for Caldwell |
Expertise & Qualifications
- 25+ years as general counsel/compliance executive; IPOs, follow-on offerings, real estate financing, securities law .
- Legal/regulatory and governance expertise aligned with Audit Committee duties .
- Education: J.D. (Duke), B.A. Econ (Fairfield); Tennessee Bar member .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 48,190 shares as of Sept 18, 2025 (includes RSUs) |
| Unvested restricted shares (included above) | 3,000 unvested, scheduled to vest Dec 31, 2025 |
| Shares outstanding (reference) | 20,490,501 as of Sept 18, 2025 |
| Ownership as % of common | ~0.24% (48,190 / 20,490,501) using figures above |
| Pledged or hedged shares | None pledged by directors/NEOs; company prohibits hedging and short sales in insider trading policy |
Shareholder Support Signal – Director Election Results
| Meeting Year | Votes For (Caldwell) | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| 2019 | 5,812,884 | 104,038 | 6,986,680 |
| 2023 | 6,003,982 | 205,960 | 5,530,941 |
| 2024 | 5,458,332 | 550,726 | 7,750,411 |
| 2025 | 8,261,062 | 309,970 | 6,625,724 |
Additional shareholder context (Say-on-Pay):
- 2024: ~84.9% approval (votes cast) .
- 2025: 6,825,607 for; 1,722,551 against; 22,874 abstain (broker non-votes 6,625,724) .
Related-Party Exposure and Conflicts Review
- Company-level related party: Our Town Hospitality (manager of SOHO hotels) majority-owned/affiliated with SOHO Chairman and CEO; detailed fees and agreements disclosed (base mgmt fee ~2–2.5% of revenues; incentive fee capped; master agreement to 2035; sublease; benefit plans) .
- Family employment: Chairman’s relatives (son and son-in-law) have/had roles; compensation and equity grants disclosed .
- Caldwell-specific: No related-party transactions or conflicts disclosed tied to Caldwell; Audit Committee (on which she serves) reviews/approves related-party transactions per charter .
Risk Indicators & Red Flags
- Section 16(a) compliance: One late Form 3 filing for Caldwell in 2019; subsequent years report timely filings for directors/NEOs .
- Hedging/pledging: Prohibited; none pledged by directors/NEOs (alignment positive) .
- Options repricing/gross-ups: No stock options granted; no tax gross-up disclosures for directors; director equity is time-based stock .
- Governance structure: Strong independent oversight (independent committees; lead independent director) .
Governance Assessment
- Board effectiveness: Caldwell brings deep legal, SEC, and governance expertise; active Audit Committee member aligning with risk oversight needs. Attendance met/ exceeded 75% threshold; Audit Committee met 14x in 2024 (engaged oversight) .
- Independence and alignment: Independent under NASDAQ rules; meaningful but modest share ownership with no pledging; annual time-based equity supports alignment without encouraging undue risk .
- Shareholder confidence: Consistently strong re-election support including 2025 with ~8.26M votes for and ~0.31M withheld; Say‑on‑Pay support healthy, indicating broader governance acceptance .
- Conflicts: No Caldwell-specific related-party ties disclosed; however, company-level related party arrangements with Our Town require ongoing rigorous Audit Committee oversight—Caldwell’s committee role is a mitigating factor .
Overall, disclosures indicate an independent, engaged Audit Committee director with relevant legal/regulatory expertise, clean current alignments (no pledging/hedging), consistent shareholder support, and no Caldwell-specific conflicts. Continued scrutiny of company‑level related party transactions remains warranted, with the Audit Committee (including Caldwell) central to safeguarding investor interests .