Joseph R. Bianco
About Joseph R. Bianco
Joseph R. Bianco is Treasurer of AmBase Corporation and has served in this role since January 1998; he joined the Company in 1996 after a 13-year tenure at Merrill Lynch & Co. as a Vice President responsible for Sales and Marketing in Merrill’s Global Securities Clearing office. He is 80 years old and is related to the Company’s Chairman/CEO, Richard A. Bianco . Company performance context: AmBase’s Pay vs. Performance table shows cumulative TSR on a $100 initial investment of $20.00 (2022), $42.86 (2023), and $91.43 (2024), with net losses of $(3.473) million, $(5.271) million, and $(6.620) million respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AmBase Corporation | Treasurer | Elected Jan 1998; at Company since 1996 | Senior finance role; long tenure in corporate treasury |
| Merrill Lynch & Co. | Vice President, Sales & Marketing, Global Securities Clearing | 1983–1996 | Responsible for Sales and Marketing in Global Securities Clearing |
External Roles
- Not disclosed in Company filings reviewed.
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 116,000 | 0 | 47,002 | 163,002 |
| 2024 | 116,000 | 0 | 48,090 | 164,090 |
Perquisites and benefits detail (Joseph R. Bianco):
| Category | 2023 ($) | 2024 ($) |
|---|---|---|
| Company 401(k) matching contribution | 30,000 | 30,500 |
| Supplemental life insurance premiums | 2,461 | 2,461 |
| Long‑term disability insurance premiums | 693 | 693 |
| Supplemental medical & dental insurance | 11,856 | 12,444 |
| Reimbursement of income tax costs (life insurance) | 1,524 | 1,524 |
| Reimbursement of income tax costs (long‑term disability) | 468 | 468 |
| Total Other Compensation | 47,002 | 48,090 |
Additional notes:
- No bonuses were paid to executive officers (including Joseph R. Bianco) for 2023 and 2024 .
- Company maintains a 401(k) Savings Plan with Company match; no other retirement or deferred compensation plans .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | N/A | Not disclosed | $0 for 2023 and 2024 | N/A |
| Equity Awards (RSUs/PSUs/Options) | N/A | N/A | N/A | No equity grants outstanding; none granted or vested in 2023–2024 | N/A |
Context:
- The Company states it paid no bonuses in 2023–2024 and had no equity awards outstanding or granted to NEOs; no LTIP awards were made .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Joseph R. Bianco) | 50,000 shares; <1% of outstanding |
| Shares outstanding (for context) | ~84,938,000 as of March 24, 2025 |
| RSUs/PSUs | None outstanding |
| Stock options | None outstanding; no exercises/vests in 2024 |
| Shares pledged as collateral | None; Company states there are no pledges by officers/directors/employees |
| Ownership guidelines | Not disclosed |
| 10b5‑1 or hedging/pledging policies | Insider trading policies exist within Code of Ethics; no clawback/ownership guideline disclosures identified |
Implications:
- With no outstanding equity awards and no pledging, mechanical selling pressure from vesting is minimal; any selling would be discretionary. Small direct ownership (<1%) suggests limited economic alignment through stock ownership .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start at AmBase | 1996 |
| Current role tenure | Treasurer since January 1998 |
| Employment agreement | None; only CEO has an employment agreement |
| Severance plan | None; Company does not have severance/termination plans in effect |
| Change‑of‑control economics | Not disclosed for Joseph R. Bianco |
| Non‑compete / non‑solicit | Not disclosed |
| Deferred compensation | None; Company does not provide other deferred compensation programs |
| Pension/SERP | None; only 401(k) Savings Plan with Company match |
| Clawback provisions | Not disclosed |
Compensation Committee & Governance Notes
- The Personnel Committee oversees officer compensation; it held one meeting in 2024 and currently consists of Chair Scott M. Salant (Jerry Y. Carnegie served until June 2024) .
- The Personnel Committee does not have a written charter; it did not use a compensation consultant in 2024 .
- Board met 4 times in 2024; all directors attended ≥75% of meetings .
Performance & Track Record (Company Context during Tenure)
| Year | Value of $100 Initial Investment (TSR) | Net Income (Loss) ($) |
|---|---|---|
| 2022 | 20.00 | (3,473,000) |
| 2023 | 42.86 | (5,271,000) |
| 2024 | 91.43 | (6,620,000) |
Additional context:
- The Company discloses that compensation actually paid to the PEO and average Non‑PEO NEOs does not correlate to TSR or net income given the nature of operations .
- Going concern risk is disclosed in 2025 filings; the Company continues to evaluate funding options, including related‑party notes from the CEO (not specific to Joseph R. Bianco) .
Investment Implications
- Alignment: Compensation for Joseph R. Bianco is almost entirely fixed (salary plus standard benefits); there are no equity awards, options, or cash incentives paid in 2023–2024. This structure limits direct pay‑for‑performance alignment and removes vesting‑driven selling pressure, but it also reduces incentive leverage tied to TSR or profitability .
- Ownership: Direct ownership is modest at 50,000 shares (<1%), and there are no pledges—reducing collateral‑driven selling risks but also indicating limited “skin in the game” at current levels .
- Retention/Severance: There is no employment agreement, no severance, and no disclosed change‑of‑control protections for Joseph R. Bianco, which suggests low contractual retention protections but also minimal parachute‑related shareholder dilution risk .
- Governance: The Personnel Committee oversees compensation without a written charter and did not use an external compensation consultant in 2024. While small‑company context may explain this, it places greater scrutiny on internal processes and potential related‑party dynamics, given familial relationships at the Company .
- Trading signals: With no outstanding equity awards, no options, and no pledging, near‑term insider selling pressure tied to vesting is minimal. Any transactions would likely be discretionary; no Form 4 activity was disclosed in the proxy, and none was identified in the reviewed filings .