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Companies Sotherly Hotels Inc.

Sotherly Hotels (SOHO): executive pay, fiscal 2024

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CEO total pay$749,144CEO David Folsom · source
Say-on-pay support79.85%Latest vote · source
CEO pay ratio2.21:1To the median employee · source

CEO pay, last three years

  • $731,818FY2022
  • $815,069FY2023
  • $749,144FY2024

CEO total pay was $749,144 in fiscal 2024, down from $815,069 in fiscal 2023.

FY2024: salary $553,723 · bonus $124,150 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Sotherly Hotels Inc. in fiscal 2024?
As disclosed, Andrew Sims (Chairman) was the highest-paid executive at Sotherly Hotels Inc. in fiscal 2024, with total compensation of $780,419.
What is Sotherly Hotels Inc.'s CEO-to-median employee pay ratio?
As disclosed, Sotherly Hotels Inc.'s CEO-to-median employee pay ratio was 2.21:1.
How did shareholders vote on Sotherly Hotels Inc.'s executive compensation?
As disclosed, 79.85% of shareholders supported Sotherly Hotels Inc.'s executive compensation in the latest say-on-pay vote.
How much does Sotherly Hotels Inc. spend in total on board compensation for fiscal 2024?
As disclosed, Sotherly Hotels Inc. reported total board compensation of $188,787 for fiscal 2024.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Andrew Sims$559,316$147,000—$0$0$0$74,103$780,419
Chairman
David Folsom553,723124,150—00071,271749,144
President and CEO
Anthony Domalski394,16090,250—00067,497551,907
Vice President, CFO and Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2024 totalFY2023 totalFY2022 totalΔ FY2023→2024
Andrew Sims$780,419$884,506$741,129↓ −104,087
David Folsom749,144815,069731,818↓ −65,925
Anthony Domalski551,907609,855515,956↓ −57,948

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The Company's executive compensation plan is designed to attract, retain, and motivate talented executive officers by providing incentives and economic security, while ensuring fair and competitive levels of total compensation. Compensation is linked to performance to align the interests of management with those of stockholders, rewarding favorable total stockholder returns and individual contributions.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2024

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Anthony DomalskiRSA2023-01-23——34,000—$62,652
Andrew SimsRSA2024-01-18——23,715—31,896
Andrew SimsRSA2025-01-02——60,000—57,000
Andrew SimsRSA2023-01-23——75,000—138,203
David FolsomRSA2023-01-23——38,000—70,023
Anthony DomalskiRSA2025-01-02——45,000—42,750
Anthony DomalskiRSA2024-01-18——24,900—33,491
David FolsomRSA2025-01-02——57,000—54,150

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2024

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Anthony DomalskiRSU20,400—$19,001
David FolsomRSU22,800—21,236
Andrew SimsRSU45,000—41,913
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
G. Scott Gibson IVIndependent · Audit (Chair)$35,125$4,035———$39,160
Walter S. Robertson IIIIndependent · Lead Independent Director · Nominating/Governance (Chair) · Audit33,8332,138———35,971
Maria L. CaldwellIndependent · Audit29,9174,035———33,952
Anthony C. ZinniIndependent · Nominating/Governance29,3334,035———33,368
Herschel J. WalkerIndependent · Nominating/Governance · Not standing for re-election23,5424,035———27,577
Edward S. SteinIndependent · Not standing for re-election · Departed during FY17,7501,009———18,759

Board fee structure and ownership guideline

Annual cash retainer$20,000
Annual equity retainer$4,035
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—

Total cost of the board

ComponentFY2024
Cash retainers and fees$169,500
Equity awards (grant-date value)$19,287
All other compensation$0
Total cost of the board$188,787

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Sotherly Hotels as a peer

Companies that benchmark against SOHO

2 companies name SOHO as a compensation peer

The list of companies that name SOHO as a peer is temporarily unavailable — recheck shortly.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Sotherly Hotels Inc.2024David Folsom$553,723—$0$0$749,144

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-11-176,825,6071,722,55122,87479.85%Passed
20242024-04-305,051,265896,69861,09584.92%Passed
20232023-05-185,431,959729,67048,31388.16%Passed
20222022-04-263,809,058545,13988,98187.48%Passed
20212021-04-274,004,447354,89768,53791.86%Passed
20202020-04-284,651,5981,835,13470,43371.71%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20252025-11-1779.85%a
20242024-04-3084.92%b
20232023-05-1888.16%c

a. Approved under the standard stated in the filing — “For purposes of Proposals I, III, and IV, proxies received by the Company that reflect abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.”.

b. Approved under the standard stated in the filing — “For purposes of Proposals I and III, proxies received by the Company that reflect abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.”.

c. Approved under the standard stated in the filing — “For purposes of Proposals I and III, proxies received by the Company that reflect abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)2.21 : 1
CEO total compensation—
Median employee compensation—
Insider trades since the proxy

Every insider equity transaction reported on Form 4 after the 2024 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
David FolsomDirector2026-02-12D107,490$2$241,853CommonForm 4 ↗
Anthony DomalskiChief Financial Officer2026-02-12D254,9502573,638CommonForm 4 ↗
Andrew SimsDirector2026-02-12D107,4902241,853CommonForm 4 ↗
G. Scott Gibson IVDirector2026-02-12D76,0932171,209CommonForm 4 ↗
Scott M. KucinskiEVP & Chief Operating Officer2026-02-12D98,1712220,885CommonForm 4 ↗
Scott M. KucinskiEVP & Chief Operating Officer2026-02-12D153,4452345,251CommonForm 4 ↗
Walter S. Robertston IIIDirector2026-02-12D5,250211,813CommonForm 4 ↗
Maria L. CaldwellDirector2026-02-12D48,1902108,428CommonForm 4 ↗
Andrew SimsDirector2026-02-12D793,93721,786,358CommonForm 4 ↗
Andrew SimsDirector2026-02-12D826,90921,860,545CommonForm 4 ↗
David FolsomDirector2026-02-12D501,66021,128,735CommonForm 4 ↗
David FolsomDirector2026-02-12D114,0952256,714CommonForm 4 ↗
Anthony C. ZinniDirector2026-02-12D110,1642247,869CommonForm 4 ↗
Anthony DomalskiChief Financial Officer2026-02-12D107,4902241,853CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

Sources (38 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Andrew Sims. DEF 14A, filed 2025-10-01. Section “Executive Compensation” · page 16. As printed: 780,419. View filing ↗
  • Section 01, David Folsom. DEF 14A, filed 2025-10-01. Section “Executive Compensation” · page 16. As printed: 749,144. View filing ↗
  • Section 01, Anthony Domalski. DEF 14A, filed 2025-10-01. Section “Executive Compensation” · page 16. As printed: 551,907. View filing ↗
  • Section 03, Anthony Domalski RSA. DEF 14A, filed 2025-10-01. Section “Summary Compensation Table” · grants of plan-based awards table. View filing ↗
  • Section 03, Andrew Sims RSA. DEF 14A, filed 2025-10-01. Section “SUMMARY COMPENSATION TABLE &” · grants of plan-based awards table. View filing ↗
  • Section 03, Andrew Sims RSA. DEF 14A, filed 2025-10-01. Section “SUMMARY COMPENSATION TABLE &” · grants of plan-based awards table. View filing ↗
  • Section 03, Andrew Sims RSA. DEF 14A, filed 2025-10-01. Section “Summary Compensation Table” · grants of plan-based awards table. View filing ↗
  • Section 03, David Folsom RSA. DEF 14A, filed 2025-10-01. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 03, Anthony Domalski RSA. DEF 14A, filed 2025-10-01. Section “SUMMARY COMPENSATION TABLE &” · grants of plan-based awards table. View filing ↗
  • Section 03, Anthony Domalski RSA. DEF 14A, filed 2025-10-01. Section “SUMMARY COMPENSATION TABLE &” · grants of plan-based awards table. View filing ↗
  • Section 03, David Folsom RSA. DEF 14A, filed 2025-10-01. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
  • Section 07, pay ratio. DEF 14A, filed 2025-10-01. Section “CEO Pay Ratio”. As printed: 2.21 : 1. View filing ↗
  • Section 08, G. Scott Gibson IV. DEF 14A, filed 2025-10-01. Section “Director Compensation”. As printed: 39,160. View filing ↗
  • Section 08, Walter S. Robertson III. DEF 14A, filed 2025-10-01. Section “Director Compensation”. As printed: 35,971. View filing ↗
  • Section 08, Maria L. Caldwell. DEF 14A, filed 2025-10-01. Section “Director Compensation”. As printed: 33,952. View filing ↗
  • Section 08, Anthony C. Zinni. DEF 14A, filed 2025-10-01. Section “Director Compensation”. As printed: 33,368. View filing ↗
  • Section 08, Herschel J. Walker. DEF 14A, filed 2025-10-01. Section “Director Compensation”. As printed: 27,577. View filing ↗
  • Section 08, Edward S. Stein. DEF 14A, filed 2025-10-01. Section “Director Compensation”. As printed: 18,759. View filing ↗
  • Section 02, David Folsom 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Anthony Domalski 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Andrew Sims 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, G. Scott Gibson IV 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Scott M. Kucinski 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Scott M. Kucinski 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Walter S. Robertston III 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Maria L. Caldwell 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Andrew Sims 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Andrew Sims 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, David Folsom 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, David Folsom 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Anthony C. Zinni 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Anthony Domalski 2026-02-12. Form 4, filed 2026-02-12. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-11-17. Item 5.07 · say-on-pay result. As reported: 79.85% (votes for as printed: 6,825,607). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-01. Item 5.07 · say-on-pay result. As reported: 84.92% (votes for as printed: 5,051,265). View filing ↗
  • Section 06, 2023 vote. Form 8-K, filed 2023-05-18. Item 5.07 · say-on-pay result. As reported: 88.16% (votes for as printed: 5,431,959). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 09b board cost (computed). Computed. Cash 169,500 + equity 19,287 + all other 0 = 188,787, summed across the director compensation table rows.
  • Sotherly Hotels Inc. (subject), Section 10b CEO total. DEF 14A, filed 2025-10-01. CEO total compensation as printed in Sotherly Hotels Inc.'s own proxy. As printed: 749,144. View filing ↗
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