Charles W. Porter
About Charles W. Porter
Charles W. Porter, age 73, has served as an independent director of Stratus Properties Inc. since 2012; he is currently a Class II director with a term expiring at the 2027 annual meeting . He is the designated director of LCHM Holdings under a 2012 Investor Rights Agreement and its 2014 assignment, and the Board has affirmatively determined he is independent under NASDAQ standards . Porter’s background includes over 35 years in hospitality and real estate operations and a Certified Hotel Administrator credential .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MG Holdings Services, LLC (private asset manager) | Chief Operating Officer | 2014–present | Operations oversight; real estate experience |
| Moffett Holdings, L.L.C. (family company) | Advisor & Consultant | Aug 2008–present | Strategic advisory; investor designee linkage |
| Sheraton Steamboat Resort (Starwood) | General Manager | 1989–2008 | Hospitality operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or recent public company directorships disclosed for Porter |
Board Governance
- Independence: Independent director per Board determination following annual conflicts review .
- Committee memberships: None (not on Audit, Compensation, or Nominating & Corporate Governance) .
- Designation and term: Designated director of LCHM Holdings under the Investor Rights Agreement; Class II term expires 2027 .
- Attendance: Board met 8 times in 2024; each director attended over 92% of Board and committee meetings .
- Board structure/leadership: All committees are 100% independent; lead independent director in place with defined responsibilities .
Fixed Compensation
- Program structure (2024): Annual cash fees—Board retainer $35,000; Lead Independent Director $25,000; Audit Chair $17,500; Audit member $7,500; Compensation Chair $12,500; Compensation member $6,000; Nominating Chair $10,000; Nominating member $5,000; no meeting fees; directors may elect stock in lieu of cash .
- Porter’s 2024 pay: $35,000 in cash fees; $65,008 grant-date fair value RSUs; total $100,008 .
| 2024 Director Cash Fee Schedule | Amount ($) |
|---|---|
| Board annual retainer | 35,000 |
| Lead Independent Director | 25,000 |
| Audit Committee Chair | 17,500 |
| Audit Committee member (excl. chair) | 7,500 |
| Compensation Committee Chair | 12,500 |
| Compensation Committee member (excl. chair) | 6,000 |
| Nominating & Corporate Governance Chair | 10,000 |
| Nominating & Corporate Governance member (excl. chair) | 5,000 |
| Meeting fees | None |
| Porter 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 35,000 |
| Stock Awards (RSUs, grant-date fair value) | 65,008 |
| Total | 100,008 |
Performance Compensation
- Equity grants: Annual RSU grants target value increased from $45,000 to $65,000 beginning in 2023 per compensation consultant review; RSUs vest in one year and accelerate upon death, disability, retirement, or if not re‑nominated .
- 2024 RSU grant: 2,720 RSUs granted on May 9, 2024 (value $65,000/closing price) .
- Outstanding RSUs as of Dec 31, 2024: 3,070 RSUs (2,720 vesting within 60 days + 350 not vesting within 60 days) .
| Annual RSU Grants (Porter) | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSUs awarded (#) | 1,918 [insider-trades: /tmp/insider_trades_20251120_033255.json] | 2,720 | 3,380 [insider-trades: /tmp/insider_trades_20251120_033255.json] |
| Grant/Transaction date | 2023-05-11 [insider-trades: /tmp/insider_trades_20251120_033255.json] | 2024-05-09 | 2025-05-13 [insider-trades: /tmp/insider_trades_20251120_033255.json] |
| Vesting terms | Annual director RSUs; one-year vest with acceleration triggers | Annual director RSUs; one-year vest with acceleration triggers | Annual director RSUs; one-year vest standard for program |
Other Directorships & Interlocks
- Investor designee: Porter serves as the designated director of LCHM Holdings pursuant to the Investor Rights Agreement; LCHM beneficially owns ~7.7% of outstanding common stock .
- Restrictions: Investor Rights Agreement limits LCHM from exceeding 24.9% ownership and engaging in specified activist actions (tender offers, mergers, proxy solicitations, group formation) until conditions terminate .
- No disclosed overlapping public boards or competitive interlocks for Porter .
Expertise & Qualifications
- Certified Hotel Administrator; extensive hospitality operations experience (1989–2008) and planning/execution of residential and condominium developments through entitlements, financing, construction, and sales .
- Real estate operations and project conceptualization expertise aligned with Stratus’ development focus .
Equity Ownership
| Ownership (as of Mar 26, 2025) | Shares |
|---|---|
| Shares not subject to RSU vesting | 23,265 |
| Shares subject to vesting of RSUs (within 60 days) | 2,720 |
| Total beneficially owned | 25,985 |
| Ownership % of outstanding (8,072,897 shares) | <1% (asterisked in proxy) |
| Shares in IRA | 1,000 (included above) |
| Unvested RSUs not included above (do not vest within 60 days) | 350 |
- Ownership guidelines: Non‑employee directors required to hold stock valued at 3× annual retainer ($105,000 total); as of Mar 26, 2025, all non‑employee directors exceeded targets .
- Hedging/pledging: Anti‑hedging policy prohibits hedging/derivatives; new pledges prohibited since March 3, 2016 .
Director Compensation – Structure Analysis
- Program alignment: Equity weight increased (annual RSU target value raised to $65,000) in 2023 to align director interests with stockholders; cash retainer remained modest; no meeting fees .
- Consultant input: FTI Consulting reviewed non‑employee director remuneration and recommended program changes adopted in August 2023 .
- Mix for Porter (2024): Equity ($65,008) exceeded cash ($35,000), indicating stronger alignment toward long‑term equity .
Insider Transactions (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2023-05-12 | 2023-05-11 | Award (A) | 1,918 | 22,897 | https://www.sec.gov/Archives/edgar/data/885508/000120919123029164/0001209191-23-029164-index.htm [insider-trades: /tmp/insider_trades_20251120_033255.json] |
| 2023-09-05 | 2023-09-01 | Award (A) | 718 | 23,615 | https://www.sec.gov/Archives/edgar/data/885508/000088550823000044/0000885508-23-000044-index.htm [insider-trades: /tmp/insider_trades_20251120_033255.json] |
| 2024-05-13 | 2024-05-09 | Award (A) | 2,720 | 26,335 | https://www.sec.gov/Archives/edgar/data/885508/000088550824000044/0000885508-24-000044-index.htm [insider-trades: /tmp/insider_trades_20251120_033255.json] |
| 2025-05-14 | 2025-05-13 | Award (A) | 3,380 | 29,715 | https://www.sec.gov/Archives/edgar/data/885508/000088550825000037/0000885508-25-000037-index.htm [insider-trades: /tmp/insider_trades_20251120_033255.json] |
Say‑on‑Pay & Shareholder Feedback
| Year | Proposal | Votes For | Votes Against | Abstentions | Outcome |
|---|---|---|---|---|---|
| 2024 | Advisory vote on NEO compensation | — | — | — | 95% approval of votes cast |
| 2025 | Advisory vote on NEO compensation | 4,000,076 | 1,423,435 | 5,008 | Approved |
| 2025 | Frequency of future say‑on‑pay votes | 1 year: 4,970,561 | 2 years: 8,314 | 3 years: 377,637 | 72,007 abstentions |
Related Party Transactions (Conflict Review)
- MHLLC/LCHM transaction history: Company sold 625,000 shares to MHLLC in 2012; rights assigned to LCHM in 2014; Porter appointed as investor-designated director; Audit Committee annually reviews related‑party transactions under Item 404 and only approves those not impairing director service or judgment .
- LCHM ownership: 7.7% as of Mar 26, 2025; Investor Rights Agreement imposes restrictions mitigating control or activism risks (e.g., 24.9% cap, no tender offers/proxy solicitations) .
Governance Assessment
- Strengths: Independence affirmed; strong attendance; equity-heavy director pay structure; stock ownership guideline compliance; anti‑hedging and anti‑pledging policies; fully independent committees .
- Watch items/RED FLAGS:
- Investor‑designee status: Porter represents LCHM Holdings (~7.7% holder); while independence is affirmed, this linkage can create perceived influence; mitigated by Investor Rights Agreement restrictions and Audit Committee oversight of related‑party matters .
- Committee engagement: No committee memberships, reducing direct role in audit/compensation/governance oversight despite long tenure .
- Shareholder sentiment: Strong support for say‑on‑pay (95% in 2024; approval again in 2025), and preference for annual say‑on‑pay; indicates constructive investor engagement environment .
Overall, Porter brings deep hospitality and real estate operations experience, equity-aligned director compensation, and complies with ownership and trading policies; his investor‑designee status warrants continued monitoring for potential conflicts, though existing governance checks (Rights Agreement limits, annual Item 404 reviews) reduce risk .