Richard A. Bianco, Jr.
About Richard A. Bianco, Jr.
Richard A. Bianco, Jr., age 41, has served on AmBase’s Board since June 2016. He holds a B.S. in Finance from Boston College (2006), previously worked at UBS Financial Services, and has worked with AmBase since September 2006. He is a managing member of BARC Investments LLC, alongside his sister, and is the son of Richard A. Bianco, AmBase’s Chairman, President and CEO. If re-elected, his current term will expire in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Financial Services | Financial services role (title not disclosed) | Prior to 2006 | Not disclosed |
| AmBase Corporation | Employee (has worked with the Company) | Since September 2006 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| BARC Investments LLC | Managing Member (with Alessandra F. Bianco) | Current (reported in 2024–2025 proxies) | Controlling shareholder; shared voting/dispositive power over AmBase shares; entered a Standby Purchase Agreement with AmBase in 2024 |
Board Governance
- Committee assignments: No committee memberships disclosed for Mr. Bianco, Jr.; Audit Committee members are Ms. A. F. Bianco and Mr. Salant; Personnel Committee consists of Mr. Salant (Chair) (Mr. Carnegie served until June 2024) .
- Meetings and attendance: In 2024, the Board held 4 meetings and acted by unanimous written consent 17 times; all directors attended at least 75% of Board and committee meetings. In 2023, the Board held 2 meetings and acted by unanimous written consent 6 times; all directors attended at least 75% .
- Independence framework: The Company is not listed on a national securities exchange and is not subject to exchange independence standards under Rules 10A-3 and 10C-1; related person transaction review is referenced under “Certain Relationships and Related Party Transactions” .
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 2 | 4 |
| Unanimous written consents | 6 | 17 |
| Attendance (Board/committees) | ≥75% for all directors | ≥75% for all directors |
Fixed Compensation
- Fee structure: Annual retainer $12,000; Committee Chair fee $1,000/year; $500 per-meeting attendance fee after four Board/committee meetings .
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $12,000 | $12,000 |
| Committee chair/member fees | $0 (no roles disclosed) | $0 (no roles disclosed) |
| Meeting fees | Included in totals if applicable; no incremental reported for Mr. Bianco, Jr. (total equals retainer) | Included in totals if applicable; no incremental reported for Mr. Bianco, Jr. (total equals retainer) |
| Total cash paid | $12,000 | $12,000 |
Mr. R. A. Bianco (PEO/Chairman) waived director fees; outside directors received no equity, non-equity, or deferred compensation in 2023–2024 .
Performance Compensation
| Award Type | 2023 | 2024 |
|---|---|---|
| Equity (RSUs/PSUs/Options) | None (no equity granted to outside directors) | None (no equity granted to outside directors) |
Company-wide disclosure shows no stock options, SARs, or stock awards outstanding or granted in 2024; no option exercises or vesting occurred (executive context) .
Other Directorships & Interlocks
- Other public company directorships: The proxy biography for Mr. Bianco, Jr. does not list any other public company boards .
- Interlocks/related affiliations:
- Family relationship: Son of Chairman/CEO Richard A. Bianco .
- BARC Investments LLC: Managing member, with shared voting/dispositive power over BARC’s controlling stake; BARC acted as standby purchaser in AmBase’s April 2024 equity offering (42,950,460 shares at $0.20 per share) .
Expertise & Qualifications
- Finance education: B.S. in Finance, Boston College (2006) .
- Capital markets/operations exposure: Work experience at UBS Financial Services; continuous involvement with AmBase since 2006 .
- Ownership perspective: Managing member at BARC Investments LLC; large beneficial stake in AmBase (via BARC) aligns incentives with shareholder value creation .
Equity Ownership
| Metric | 2024 (as of Apr 2, 2024) | 2025 (as of Mar 24, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 58,950,460 | 59,860,151 |
| % of Common Stock outstanding | 69.4% | 70.5% |
| Pledges of company shares | None (no pledges by officers/directors) | None (no pledges by officers/directors) |
| Shares outstanding (reference) | — | ~84,938,000 (record date context) |
Ownership reported via Schedule 13D/A for BARC; Mr. Bianco, Jr. shares voting and dispositive power as managing member .
Governance Assessment
- Alignment: Extremely high ownership (≥70%) through BARC aligns Mr. Bianco, Jr.’s incentives with equity value creation; no pledging mitigates collateralization risk .
- Attendance/engagement: Board met regularly; all directors met ≥75% attendance in 2023–2024, with additional actions by unanimous written consent (indicative of active governance mechanics) .
- Independence risks / RED FLAGS:
- Familial relationship with the Chairman/CEO (father–son) constitutes a related-party dynamic, undermining independence per common governance norms .
- BARC’s controlling position and its 2024 Standby Purchase Agreement (42,950,460 shares at $0.20) with the Company creates potential conflicts (pricing, process, fairness), necessitating robust related-party review and minority shareholder protections .
- The Company is not subject to exchange independence standards; investors must rely on internal processes for related party review and committee independence .
- Committee roles: Mr. Bianco, Jr. holds no Audit or Personnel Committee roles; current committee membership centers on Ms. Bianco and Mr. Salant, with Mr. Salant chairing Personnel, and both comprising the Audit Committee post-June 2024 .
- Director pay structure: Cash-only retainer and modest fees (no equity) reduce pay complexity but dilute director-level pay-for-performance linkage; however, ownership via BARC substitutes for equity-based director grants .
Monitoring recommendations: Enhanced disclosure and safeguards for related-party transactions (including any future equity financings or litigation funding arrangements), continued affirmation of no pledging, and transparent committee independence assertions can bolster investor confidence in board effectiveness .