John Ferrara
About John Ferrara
John Ferrara, 63, is Vice President, Chief Financial Officer, and Controller of AmBase, serving as CFO since December 1995 after earlier roles as Acting CFO/Treasurer/Assistant VP & Controller (1995), Assistant VP & Controller (1992–1995), and Manager of Financial Reporting (1988–1992) . Recent Pay vs. Performance disclosures show cumulative TSR improving from a $100 base to $20.00 (2022), $42.86 (2023), and $91.43 (2024), while net income remained negative in each year, and the company asserts no correlation between NEO pay and TSR or net income in the periods presented .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AmBase Corporation | Vice President, Chief Financial Officer & Controller | Dec 1995–Present | Principal financial and accounting officer; oversight of reporting and controls |
| AmBase Corporation | Acting CFO, Treasurer, Assistant VP & Controller | Jan 1995–Dec 1995 | Transition leadership across finance and treasury functions |
| AmBase Corporation | Assistant Vice President & Controller | Jan 1992–Jan 1995 | Finance operations and controls |
| AmBase Corporation | Manager of Financial Reporting | Dec 1988–Jan 1992 | External reporting and accounting |
Fixed Compensation
Multi-year summary compensation (NEO Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $235,000 | $235,000 | $235,000 |
| Annual Bonus Paid | $0 | $0 | $0 |
| All Other Compensation | $41,084 | $44,324 | $45,436 |
| Total Compensation | $276,084 | $279,324 | $280,436 |
All Other Compensation detail (perquisites/gross-ups):
| Component | 2023 | 2024 |
|---|---|---|
| Company 401(k) contribution | $30,000 | $30,500 |
| Supplemental life insurance premiums | $555 | $555 |
| Long-term disability insurance premiums | $693 | $693 |
| Supplemental medical & dental insurance | $12,264 | $12,876 |
| Tax gross-up: life insurance plan | $344 | $344 |
| Tax gross-up: long-term disability plan | $468 | $468 |
- Company states no deferred compensation programs and no outstanding loans with NEOs or employees .
- Personnel Committee did not use compensation consultants in 2024; committee consists of two independent directors .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual cash bonus (paid) | $0 | $0 | $0 |
| Stock awards granted (RSU/PSU) | None | None | None |
| Option awards granted | None | None | None |
| LTIP awards outstanding | None disclosed | None disclosed | None; no stock options/SARs/stock awards outstanding |
Pay vs. Performance context (company-level metrics):
- Company reported that “Compensation Actually Paid” bears no asserted correlation to TSR or net income in the table below .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $20.00 | $42.86 | $91.43 |
| Net Income (Loss) | $(3,473,000) | $(5,271,000) | $(6,620,000) |
- No specific performance metrics (e.g., revenue growth, EBITDA, TSR percentile) or weightings tied to Ferrara’s pay are disclosed; bonuses for 2022–2024 were not paid .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 36,029 shares; <1% of outstanding |
| Pledged shares | None; the proxy states there are no pledges by officers/employees/directors |
| Equity awards outstanding | None (no stock options/SARs/stock award grants outstanding) |
| Ownership structure context | BARC Investments LLC (managed by R.A. Bianco’s adult children) holds ~70.5% of common stock |
Employment Terms
- No specific employment agreement or severance/change-of-control terms for Ferrara are described in the Employment Contracts section of the proxy; that section details a 2007 Employment Agreement for the CEO extended to May 31, 2028, including a litigation-recovery-based long-term incentive, but does not cover other NEOs .
- No deferred compensation programs; no outstanding loans to NEOs/employees .
- Clawback, non-compete, and non-solicit provisions for Ferrara are not disclosed in the cited filings.
Additional Signals and Related-Party Context
- CFO certifications: Ferrara signed SOX 302 and 906 certifications on Q2 and Q3 2025 10-Qs, affirming disclosure controls and fair presentation .
- Related-party funding: In 2025, the company entered into multiple Senior Promissory Notes with CEO Richard A. Bianco; Ferrara signed on behalf of AmBase. Disclosed notes include $100,000 (Mar 13, 2025), $400,000 (Mar 27, 2025), $100,000 (Jun 2, 2025), $500,000 (Jun 23, 2025), $250,000 (Jul 25, 2025), and $250,000 (Sept 29, 2025) .
| Date (2025) | Amount | Reference | Signatory detail |
|---|---|---|---|
| Mar 13 | $100,000 | 10-Q exhibits list | CFO signature acknowledged in filings |
| Mar 27 | $400,000 | 10-Q exhibits list | CFO signature acknowledged in filings |
| Jun 2 | $100,000 | 10-Q exhibits list | CFO signature acknowledged in filings |
| Jun 23 | $500,000 | 10-Q exhibits list | CFO signature acknowledged in filings |
| Jul 25 | $250,000 | 8-K (Note) | Signed by John Ferrara, VP & CFO |
| Sep 29 | $250,000 | 8-K (Exhibit 10.1) | “By /s/ John Ferrara, VP & CFO and Controller” |
| Sep 10 | — | 8-K execution page | Shows Ferrara signing; confirms execution mechanics |
Investment Implications
- Compensation alignment: Ferrara’s pay is predominantly fixed salary plus modest benefits; absence of annual bonuses and equity awards in 2022–2024 suggests weak direct linkage to objective performance metrics and minimal incremental insider selling pressure from vesting events .
- Ownership alignment and risk: Beneficial ownership is modest at 36,029 shares (<1%) and there are no pledges—mitigating pledge-related risk, but offering limited “skin-in-the-game” leverage compared to the controlling holder (BARC at ~70.5%) .
- Governance/perquisites: Presence of tax gross-ups (albeit small dollar amounts) for certain benefits is a shareholder-unfriendly feature that persists in 2023–2024 .
- Liquidity/governance signal: Multiple 2025 related-party promissory notes from the CEO to the company (totaling $1.6 million across six notes) and executed by the CFO may indicate reliance on insider financing; investors should monitor for continued related-party funding and its terms .
- Tenure and execution risk: Ferrara’s very long tenure as CFO (since 1995) provides continuity in reporting and controls (as evidenced by repeated SOX certifications), but with pay structure largely fixed, incentives may be less sensitive to shareholder returns or profitability .