Scott M. Salant
About Scott M. Salant
Scott M. Salant (age 61) is an independent director of AmBase Corporation (ABCP), elected in January 2023. He is a partner at DelBello Donnellan Weingarten Wise & Wiederkehr LLP, a commercial litigator admitted to the New York and Massachusetts bars, and a graduate of the University of Chicago and Boston University School of Law. The Board highlights his legal expertise and familiarity with the Company’s litigation as key credentials; his current term, if re-elected at the 2025 meeting, would run to 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DelBello Donnellan Weingarten Wise & Wiederkehr LLP | Partner (commercial litigation) | Not disclosed (practicing for “several decades”) | Broad litigation experience across state/federal courts and arbitrations; provides legal insight relevant to AmBase’s ongoing proceedings |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| DelBello Donnellan Weingarten Wise & Wiederkehr LLP | Partner | Not disclosed | Law firm partner; no related-party transactions with AmBase disclosed |
| Other public company boards | None disclosed | — | No other public directorships disclosed in the proxy |
Board Governance
| Area | 2023 | 2024 | Notes |
|---|---|---|---|
| Board meetings held | 2 | 4 | Plus 6 unanimous consents (2023) and 17 unanimous consents (2024) |
| Attendance | All directors ≥75% | All directors ≥75% | Individual attendance rates not itemized |
| Audit Committee | Member (committee chaired by J. Carnegie) | Member; Board designated Salant an “audit committee financial expert” | 2024 Audit Committee members: Salant and A. Bianco; met once (plus 3 consents) |
| Personnel Committee | Chair (with J. Carnegie) | Chair (Carnegie through June 2024) | Met once in 2024 |
| Independence standards | Company not listed; not subject to exchange independence standards | Same | Personnel Committee described as consisting of two independent directors |
- Governance structure context: The Audit Committee is only two members (Salant and A. Bianco, the CEO’s daughter), and BARC Investments controls ~70.5% of shares, indicating concentrated control and potential independence optics concerns despite Salant’s “audit committee financial expert” designation .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $12,000 | $12,000 | Standard fee for each director |
| Committee chair fee (cash) | $1,000 (Personnel Chair) | $1,000 (Personnel Chair) | Annual chair fee |
| Meeting fees (cash) | Included in total; $500 per meeting after first four board/committee meetings | Included in total; $500 per meeting after first four board/committee meetings | Policy disclosed; specific meeting-fee amounts not itemized by director |
| Total director fees (cash) | $13,000 | $14,000 | No equity, non‑equity, or deferred compensation to outside directors |
Performance Compensation
| Instrument | 2023 | 2024 | Vesting/Perf. Metrics |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None granted to outside directors | None granted to outside directors | No director equity plan usage; no performance metrics disclosed |
No director equity or incentive compensation is disclosed for outside directors; compensation is cash-based (retainer, chair, meeting fees) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed |
| Committee interlocks | Company discloses no interlocks involving its Personnel Committee members and other companies’ executive officers |
| Related-party exposure | Related-party items disclosed involve R.A. Bianco (Participation Interest; Litigation Funding Agreement) and BARC Investments (Standby Purchase Agreement), not Salant |
Expertise & Qualifications
- Audit Committee Financial Expert designation by the Board (Item 401(h) of Regulation S-K) .
- Decades of commercial litigation practice; admitted in NY and MA; deep experience across state/federal courts and arbitrations .
- Legal acumen and familiarity with AmBase’s litigation provide material expertise to the Board during ongoing legal proceedings .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged |
|---|---|---|---|
| Scott M. Salant | 0 | 0.0% | None; no pledges by any officers, employees or directors |
As of March 24, 2025, Salant reported no beneficial ownership; the Company states no pledges by directors .
Governance Assessment
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Strengths
- Serves as Audit Committee Financial Expert; brings relevant legal expertise to financial oversight and litigation strategy .
- Chairs the Personnel Committee, indicating an active governance role in overseeing compensation programs; committee met and functioned in 2024 .
- Attendance threshold met (≥75% for all directors in 2024); Board and Audit Committee fulfilled required reviews and auditor oversight, with clean independence statements from Marcum LLP .
-
Risks and potential red flags
- Ownership alignment: Salant holds no shares, and the Company provides no director equity compensation; this limits “skin-in-the-game” alignment compared to equity-based models .
- Committee independence optics: Audit Committee consists of only two directors (Salant and A. Bianco, the CEO’s daughter), which, combined with highly concentrated control (BARC at ~70.5%), may raise investor concerns about robust independent oversight despite formal processes .
- Not listed and not subject to exchange independence standards or certain governance requirements (e.g., 10A‑3/10C‑1), which may affect comparability to listed peers’ governance practices .
-
Related-party/Conflict review
- Proxy discloses related-party arrangements with R.A. Bianco (Participation Interest; Litigation Funding Agreement) and BARC (Standby Purchase Agreement for 2024 equity offering); no transactions involving Salant are disclosed .
-
Compensation structure observations
- Year-over-year director fees increased modestly ($13,000 in 2023 to $14,000 in 2024), likely reflecting chair/meeting fee mix; no equity shift or at-risk pay for directors .
Overall signal: Salant is a legally seasoned, active committee chair and Audit Committee Financial Expert, but his zero ownership and the board’s concentration/committee composition may temper investor confidence in independent oversight despite formal structures and processes .