Companies Sotherly Hotels Inc.
Sotherly Hotels (SOHO): executive pay, fiscal 2024
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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
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 officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Andrew Sims | $559,316 | $147,000 | — | $0 | $0 | $0 | $74,103 | $780,419 |
| Chairman | ||||||||
| David Folsom | 553,723 | 124,150 | — | 0 | 0 | 0 | 71,271 | 749,144 |
| President and CEO | ||||||||
| Anthony Domalski | 394,160 | 90,250 | — | 0 | 0 | 0 | 67,497 | 551,907 |
| 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 officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Andrew Sims | $780,419 | $884,506 | $741,129 | ↓ −104,087 |
| David Folsom | 749,144 | 815,069 | 731,818 | ↓ −65,925 |
| Anthony Domalski | 551,907 | 609,855 | 515,956 | ↓ −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 policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2024
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Anthony Domalski | RSA | 2023-01-23 | — | — | 34,000 | — | $62,652 |
| Andrew Sims | RSA | 2024-01-18 | — | — | 23,715 | — | 31,896 |
| Andrew Sims | RSA | 2025-01-02 | — | — | 60,000 | — | 57,000 |
| Andrew Sims | RSA | 2023-01-23 | — | — | 75,000 | — | 138,203 |
| David Folsom | RSA | 2023-01-23 | — | — | 38,000 | — | 70,023 |
| Anthony Domalski | RSA | 2025-01-02 | — | — | 45,000 | — | 42,750 |
| Anthony Domalski | RSA | 2024-01-18 | — | — | 24,900 | — | 33,491 |
| David Folsom | RSA | 2025-01-02 | — | — | 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
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Anthony Domalski | RSU | 20,400 | — | $19,001 |
| David Folsom | RSU | 22,800 | — | 21,236 |
| Andrew Sims | RSU | 45,000 | — | 41,913 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| G. Scott Gibson IVIndependent · Audit (Chair) | $35,125 | $4,035 | — | — | — | $39,160 |
| Walter S. Robertson IIIIndependent · Lead Independent Director · Nominating/Governance (Chair) · Audit | 33,833 | 2,138 | — | — | — | 35,971 |
| Maria L. CaldwellIndependent · Audit | 29,917 | 4,035 | — | — | — | 33,952 |
| Anthony C. ZinniIndependent · Nominating/Governance | 29,333 | 4,035 | — | — | — | 33,368 |
| Herschel J. WalkerIndependent · Nominating/Governance · Not standing for re-election | 23,542 | 4,035 | — | — | — | 27,577 |
| Edward S. SteinIndependent · Not standing for re-election · Departed during FY | 17,750 | 1,009 | — | — | — | 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
| Component | FY2024 |
|---|---|
| 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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Sotherly Hotels Inc. | 2024 | David 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 year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-11-17 | 6,825,607 | 1,722,551 | 22,874 | 79.85% | Passed |
| 2024 | 2024-04-30 | 5,051,265 | 896,698 | 61,095 | 84.92% | Passed |
| 2023 | 2023-05-18 | 5,431,959 | 729,670 | 48,313 | 88.16% | Passed |
| 2022 | 2022-04-26 | 3,809,058 | 545,139 | 88,981 | 87.48% | Passed |
| 2021 | 2021-04-27 | 4,004,447 | 354,897 | 68,537 | 91.86% | Passed |
| 2020 | 2020-04-28 | 4,651,598 | 1,835,134 | 70,433 | 71.71% | 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 year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2025 | 2025-11-17 | 79.85%a |
| 2024 | 2024-04-30 | 84.92%b |
| 2023 | 2023-05-18 | 88.16%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.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| David Folsom | Director | 2026-02-12 | D | 107,490 | $2 | $241,853 | Common | Form 4 ↗ |
| Anthony Domalski | Chief Financial Officer | 2026-02-12 | D | 254,950 | 2 | 573,638 | Common | Form 4 ↗ |
| Andrew Sims | Director | 2026-02-12 | D | 107,490 | 2 | 241,853 | Common | Form 4 ↗ |
| G. Scott Gibson IV | Director | 2026-02-12 | D | 76,093 | 2 | 171,209 | Common | Form 4 ↗ |
| Scott M. Kucinski | EVP & Chief Operating Officer | 2026-02-12 | D | 98,171 | 2 | 220,885 | Common | Form 4 ↗ |
| Scott M. Kucinski | EVP & Chief Operating Officer | 2026-02-12 | D | 153,445 | 2 | 345,251 | Common | Form 4 ↗ |
| Walter S. Robertston III | Director | 2026-02-12 | D | 5,250 | 2 | 11,813 | Common | Form 4 ↗ |
| Maria L. Caldwell | Director | 2026-02-12 | D | 48,190 | 2 | 108,428 | Common | Form 4 ↗ |
| Andrew Sims | Director | 2026-02-12 | D | 793,937 | 2 | 1,786,358 | Common | Form 4 ↗ |
| Andrew Sims | Director | 2026-02-12 | D | 826,909 | 2 | 1,860,545 | Common | Form 4 ↗ |
| David Folsom | Director | 2026-02-12 | D | 501,660 | 2 | 1,128,735 | Common | Form 4 ↗ |
| David Folsom | Director | 2026-02-12 | D | 114,095 | 2 | 256,714 | Common | Form 4 ↗ |
| Anthony C. Zinni | Director | 2026-02-12 | D | 110,164 | 2 | 247,869 | Common | Form 4 ↗ |
| Anthony Domalski | Chief Financial Officer | 2026-02-12 | D | 107,490 | 2 | 241,853 | Common | Form 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 ↗