Walter S. Robertson III
About Walter S. Robertson III
Walter S. Robertson III (age 71) is an independent director at Sotherly Hotels Inc. since 2024, and serves as the Board’s Lead Independent Director and chair of the Nominating, Corporate Governance and Compensation (NCGC) Committee. He is Managing Director and Director of Strategic Development at Brockenbrough, sits on its five-person executive committee, and has over 45 years of investment experience; he holds a B.A. in History from Washington & Lee University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brockenbrough (independent financial services firm) | Managing Director; Director of Strategic Development | 2016–present | Member of five-person executive committee; leads client development, relations, and marketing |
| Sterne Agee & Leach, Inc. | President and Chief Operating Officer | Prior to 2016 (dates not specified) | Executive leadership of broker-dealer operations |
| BB&T/Scott & Stringfellow | CEO, COO, President, Private Client Group | 2001–2012 | Senior leadership of retail brokerage; private client focus |
| BB&T Insurance, Inc. | Senior Executive Officer; Executive Committee member; Board member | 1998–2001 | Executive committee governance; Board service |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Colonial Williamsburg Foundation | Director/Board member | Current | Non-profit governance |
| Boys and Girls Club of Richmond Foundation | Director/Board member | Current | Non-profit governance |
| American Civil War Museum | Director/Board member | Current | Non-profit governance |
| St. Christopher's School | Director/Board member | Current | Non-profit governance |
| Westminster Canterbury Foundation | Director/Board member | Current | Non-profit governance |
Board Governance
- Independence: Board determined Robertson meets NASDAQ independence standards; majority of Board and all Audit and NCGC members are independent .
- Lead Independent Director: Designated by Board; chairs meetings of independent directors and facilitates communication with Chair and management .
- Committees: Audit Committee (member); NCGC Committee (chair) .
- Attendance: In FY2024 the Board met 4 regular and 1 special session; Audit met 14 times; NCGC met 2 times; no incumbent director attended fewer than 75% of Board/committee meetings. All directors except Herschel J. Walker and G. Scott Gibson attended the 2024 annual meeting (Robertson attended) .
| Governance Aspect | Detail |
|---|---|
| Independence status | Independent under NASDAQ rules |
| Lead Independent Director | Yes (Walter S. Robertson III); chairs independent director sessions |
| Audit Committee | Member; chair is G. Scott Gibson IV, who is Audit Committee Financial Expert |
| NCGC Committee | Chair; members: Robertson, Walker, Zinni |
| FY2024 Board meetings | 4 regular; 1 special; ≥75% attendance by all incumbents |
| FY2024 Audit meetings | 14 meetings |
| FY2024 NCGC meetings | 2 meetings |
| Executive sessions | Independent directors meet as needed without management |
Fixed Compensation
- Structure: Independent directors receive $20,000 annual compensation plus meeting fees ($750 in-person, $375 telephonic), committee meeting fees ($375–$2,250 per meeting), ad hoc quarterly retainers ($10,000) and chair fees ($4,875 quarterly for ad hoc committees). Chairs of NCGC and Audit receive an additional $6,500 per year; cash director fees were reduced 10% effective July 1, 2025 .
- Actual (2024 service): Robertson earned $33,833 in cash fees .
| Component (2024 service) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $33,833 |
| Chair stipend (NCGC) | $6,500 per year (policy) |
| Meeting fees (policy) | $750 in-person; $375 telephonic (policy) |
| Fee reduction (policy) | 10% reduction on cash fees effective 7/1/2025 |
Performance Compensation
- Annual equity awards: On January 2, 2025, independent directors received incentive stock awards of 3,000 shares each, vesting December 31, 2025; on the same date Robertson received an unrestricted award of 2,250 shares for 2024 service (valued at $2,138 at $0.95/share) .
| Grant Date | Type | Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Jan 2, 2025 | Incentive restricted stock | 3,000 | Vests Dec 31, 2025 | Not separately disclosed in comp table for 2024 service |
| Jan 2, 2025 | Unrestricted stock (for 2024 service) | 2,250 | N/A (unrestricted) | $2,138 at $0.95/share |
No director performance metrics (TSR/EBITDA/etc.) are tied to director compensation; meeting-based fees and standard equity grants are used. No options are disclosed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | Not disclosed; biography references numerous business/philanthropic/institutional boards, specifically non-profits noted above |
| Committee interlocks | None: NCGC members (Robertson, Zinni, Walker) are not employees; no cross-committee interlocks with other companies’ executive officers |
Expertise & Qualifications
- 45+ years investment experience; senior leadership roles at large financial firms (Sterne Agee; BB&T/Scott & Stringfellow; BB&T Insurance) .
- Executive committee member at Brockenbrough; client development, relations, and marketing expertise .
- Education: B.A. in History, Washington & Lee University .
- Board’s rationale: extensive experience and executive positions at respected financial firms .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (common) | 5,250 shares; <1% of class |
| Shares outstanding (common) | 20,490,501 (Record Date 9/18/2025) |
| Vested vs. unvested breakdown | Unvested: 3,000 restricted shares vesting Dec 31, 2025 ; Vested: 2,250 unrestricted shares granted Jan 2, 2025 for 2024 service |
| Preferred stock holdings | Series B: 0; Series C: 0; Series D: 0 |
| Pledged or hedged shares | None; Company states no pledges by directors/NEOs; hedging prohibited by insider trading policy |
Governance Assessment
- Strengths: Independent status, Lead Independent Director designation, and dual committee service (NCGC chair; Audit member) signal high engagement and board effectiveness; no attendance shortfalls in FY2024 .
- Alignment: Modest cash fees and routine equity grants (with vesting) provide reasonable alignment without excessive risk; no options or special perquisites disclosed for directors .
- Conflicts: No related-party transactions disclosed involving Robertson; significant related-party arrangements exist with Our Town Hospitality (linked to Chairman and CEO), but not to Robertson, and are overseen by independent committees .
- Shareholder signals: 2024 Say-on-Pay passed with ~84.9% of votes cast, indicating general investor support for compensation governance; directors are encouraged to attend annual meetings (Robertson attended) .
- Risk indicators: Section 16(a) filings timely; no pledging; hedging prohibited; no compensation consultant retained; no director legal proceedings disclosed .