Richard A. Bianco
About Richard A. Bianco
Richard A. Bianco, age 77, has served as AmBase Corporation’s Chairman of the Board since January 26, 1993 and President & Chief Executive Officer since May 1991; he became a director in January 1991 . He previously served as Chairman, President and CEO of Carteret Savings Bank, FA, overseeing recapitalization efforts (1991–1992) and brings experience in real estate investing, lending, capital raising, and investment banking . Pay-versus-performance disclosure shows cumulative TSR rising from $20 to $91.43 on a $100 base over 2022–2024 while net losses widened to $(6.62) million in 2024; the company states compensation is not correlated to TSR or net income given the nature of operations . Education credentials are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AmBase Corporation | Chairman, President & CEO; Director | 1991–present | Led corporate strategy, litigation recoveries, real estate investment initiatives . |
| Carteret Savings Bank, FA | Chairman, President & CEO | 1991–1992 | Responsible for recapitalization efforts during distressed period . |
External Roles
No external public-company board roles for Mr. Bianco are disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $440,000 | $440,000 |
| Annual Bonus ($) | $0 | $0 |
| All Other Compensation ($) | $98,735 | $100,742 |
| Total ($) | $538,735 | $540,742 |
Breakdown of 2024 All Other Compensation ($100,742):
- 401(k) Company match: $30,500
- Supplemental life insurance premiums: $8,750
- Long-term disability premiums: $18,804
- Supplemental medical & dental: $12,444
- Tax reimbursements (life and LTD): $5,420 and $12,116
- Company automobile: $1,208
- Tax services: $11,500
Performance Compensation
| Award Type | Metric | Structure | Target | Actual | Payout | Vesting/Payment Terms |
|---|---|---|---|---|---|---|
| Long-Term Incentive Award (Employment Agreement) | Recovery Amount from Carteret/Supervisory Goodwill | Tiered % of recovery: 5% first $50m; 8% $50–$150m; 10% $150–$250m; discretionary ≥10% above $250m | Not specified | Company received $180,650,000 settlement in 2012; a bonus was paid per agreement; additional amounts may be due if federal tax gross-up applies | Amount not disclosed | Lump-sum upon recovery; forfeiture for cause or voluntary resignation; payable despite disability/death or termination without cause |
| 111 West 57th Investment LLC Participation Interest | Distributions from JV after hurdle | 10% subordinated participation to Mr. Bianco; Company must first receive ≥150% of initial $57.25m plus further investments; no voting rights on the interest | Not applicable | Not accrued/expensed; amount cannot be reasonably estimated | Contingent | Payable only after Company distribution thresholds; subordinated to specified IRR waterfalls |
| Litigation Funding Agreement (Amended) | Litigation proceeds from 111 West 57th | First $0–$7.5m: 100% to Company (litigation expenses cap); thereafter 75% Company / 25% Mr. Bianco (reduction from prior LFA terms) | Not applicable | Not disclosed | Contingent | Distributions triggered by litigation proceeds per amended LFA |
Additional notes:
- No stock options, RSUs, PSUs or any other stock awards were granted in 2024; no outstanding options/awards exist; no repricing occurred .
- No compensation consultant was used in 2024 .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Richard A. Bianco | 1,622,547 | 1.9% | Includes 1,420,000 shares in UGMA accounts for grandchildren; beneficial ownership disclaimed to extent no pecuniary interest . |
| BARC Investments, LLC (managed by Alessandra F. Bianco and Richard A. Bianco, Jr.) | 59,860,151 | 70.5% | Children are managing members with shared voting/dispositive power; Schedule 13D/A-3 filed Apr 30, 2024 . |
| All directors and officers (7 persons) | 61,568,727 | 72.5% | Concentrated insider control. |
| Shares Outstanding | 84,938,000 | — | Record date March 24, 2025 . |
| Pledging/Hedging | — | — | No pledges of Company shares by officers/directors; insider trading policies in place . |
Related 2024 equity issuance:
- Standby Purchase Agreement: On Apr 1, 2024, BARC purchased 42,950,460 shares at $0.20 per share in a private offering to existing stockholders; shares are “restricted securities” generally subject to a minimum six-month holding period under Rule 144 .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | 2007 Employment Agreement (amended) effective through May 31, 2028; Chairman, President & CEO . |
| Base Salary Terms | $625,000 for first 3 years under agreement; subsequent salary set by Personnel Committee discretion . |
| Bonus Eligibility | Discretionary annual bonuses excluding Supervisory Goodwill efforts; Long-Term Incentive Award tied to recovery amounts as described . |
| Termination Provisions | For cause/voluntary resignation: forfeiture of further LTI; disability/death/termination without cause: entitlement to future LTI upon Company receipt of Recovery Amount . |
| Severance Economics | If terminated for reasons other than permitted, lump-sum equal to remaining salary after a 6-month period; est. $2,135,000 as of Dec 31, 2024 . |
| Consulting Post-Term | If no recovery by agreement expiration, potential consulting arrangement to assist in securing recovery . |
| Non-Compete/Non-Solicit | Not disclosed in proxy . |
| Deferred Comp/SERP | No deferred compensation programs; 401(k) with 100% match up to IRC limits . |
| Clawbacks/Gross-ups | Potential additional amounts based on federal tax gross-up associated with Supervisory Goodwill settlement; clawback policies not disclosed . |
Board Governance
- Structure and independence: Company not listed on a national exchange; exchange independence standards do not apply; related-person transaction oversight described .
- Dual role: Mr. Bianco serves as both CEO and Chairman; Board cites company size, history, litigation/tax successes, and communication effectiveness in supporting the combined role .
- Meetings and attendance: Board held 4 meetings in 2024; all directors attended at least 75% of Board and committee meetings; 17 actions by unanimous written consent .
- Committees:
- Accounting & Audit Committee: Members—Scott M. Salant (audit committee financial expert) and Alessandra F. Bianco; met once in 2024; charter included in 2023 proxy .
- Personnel Committee (compensation/nominating equivalent): Chair—Scott M. Salant; met once in 2024; no written charter .
- Director compensation:
- Annual cash retainer $12,000; committee chair adds $1,000; $500 meeting fee after four meetings; Mr. Bianco waived his 2024 director fee .
- 2024 fees: Alessandra F. Bianco $12,000; Richard A. Bianco, Jr. $12,000; Scott M. Salant $14,000 .
Performance & Track Record
| Year | PEO Total Comp ($) | PEO Comp Actually Paid ($) | Avg NEO Total ($) | Avg NEO Comp Actually Paid ($) | TSR Value of $100 | Net Income (Loss) ($) |
|---|---|---|---|---|---|---|
| 2022 | $534,519 | $440,000 | $217,929 | $175,500 | $20.00 | $(3,473,000) |
| 2023 | $538,735 | $440,000 | $221,163 | $175,500 | $42.86 | $(5,271,000) |
| 2024 | $540,742 | $440,000 | $222,263 | $175,500 | $91.43 | $(6,620,000) |
Company statement: No correlation between compensation actually paid and Company cumulative TSR or net income due to nature of operations . Major achievement historically: $180,650,000 Supervisory Goodwill settlement in 2012; potential additional amounts tied to tax gross-up .
Related Party Transactions and Alignment Considerations
- Standby Purchase Agreement: BARC Investments, LLC (managed by Mr. Bianco’s adult children, Alessandra and Richard Jr., both directors) acted as standby purchaser in April 2024 private offering and bought 42,950,460 shares at $0.20; family insiders now control 70.5% via BARC .
- Participation Interest: Mr. Bianco holds a 10% subordinated participation interest in 111 West 57th Investment LLC, payable only after significant Company distribution hurdles; no voting rights on this interest .
- Litigation Funding Agreement: Amended sharing of litigation proceeds—Company-first up to $7.5 million, then 75% Company / 25% Mr. Bianco; prior obligations released with repayment of $3,672,000 advance .
Director Service Implications
- CEO-Chairman dual role: Governance trade-off with concentrated control; Board argues efficiency, experience, and company size as rationale; independence standards of exchanges do not apply to the Company .
- Committee roles: Mr. Bianco is not listed as a member of the Audit or Personnel Committees; those are led by non-management director(s), which may partially mitigate dual-role concerns .
- Attendance: ≥75% attendance by all directors in 2024 .
Investment Implications
- Alignment: Direct personal ownership by Mr. Bianco is modest (1.9%), but insider family control via BARC is dominant (70.5%), indicating decisive influence over outcomes and potentially lower free float; no pledging disclosed reduces forced-sale risk .
- Pay structure: CEO compensation is predominantly fixed cash with no equity grants; performance exposure is largely litigation/outcome-based via the Long-Term Incentive Award and the amended LFA, which may align incentives toward maximizing recoveries but creates event-driven payout sensitivity rather than operating performance linkage .
- Retention and severance: Agreement through May 31, 2028 with an estimated $2.135 million severance if terminated other than permitted reasons; forfeiture and entitlement mechanics around the LTI reduce “bad-leaver” risks but may constrain leadership transition flexibility .
- Governance risk: CEO-Chairman dual role and concentrated family ownership increase related-party and independence concerns, though committees are chaired by non-management directors; the Personnel Committee lacks a written charter and did not use compensation consultants in 2024, which may limit external benchmarking rigor .
- Trading signals: 2024 insider family purchase under the SPA was executed at $0.20 for restricted shares, demonstrating willingness to increase control and fund operations; post-hold period, monitor Form 4s and 13D updates for potential liquidity events or further control changes . Pay-vs-performance shows rising TSR despite widening losses—indicative of event-driven expectations rather than fundamentals, warranting diligence on litigation and real estate proceeds .