Avram Friedman
About Avram Friedman
Avram (Avi) Friedman, age 61, is an independent director of ARKO since June 7, 2023. He previously co-managed credit portfolios at Davidson Kempner (Managing Member 2006–2020), held special situations roles at Nomura (2000–2001) and PwC Securities (1995–2000), and was an Adjunct Associate Professor of Business at Columbia Business School (2021–January 2025). He holds a B.A. in Psychology from York University and a Master of Management (Finance) from Northwestern’s Kellogg School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GPM (ARKO subsidiary) | Director | 2014–2020 | Board oversight; prior familiarity with ARKO’s operations |
| Davidson Kempner Capital Management LP | Managing Member; Co-managed credit portfolios (distressed, high yield, convert arb, real estate, structured) | 2006–2020 (at DK 2001–2020) | Served on investment and risk committees; deep credit expertise |
| Nomura Securities Special Situations Investment Trust | Vice President | 2000–2001 | Special situations investing |
| PwC Securities LLC Special Situations Group | Director | 1995–2000 | Principal advisory in special situations |
External Roles
| Institution/Entity | Role | Tenure |
|---|---|---|
| Columbia Business School | Adjunct Associate Professor of Business | 2021–January 2025 |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Friedman is “independent” under Nasdaq standards |
| Committee Assignments | Audit Committee (member); Compensation Committee (member) |
| Committee Chairs | None (Audit Chair: Michael J. Gade; Compensation Chair: Steven J. Heyer) |
| Committee Meetings (2024) | Audit: 7; Compensation: 13; Nominating & Corporate Governance: 6 |
| Attendance | Board held 13 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting |
| Cybersecurity Oversight | Board formed a Cybersecurity Special Committee in Nov 2023; made a subcommittee of Audit in Jan 2025; ongoing periodic reporting by SVP of IT |
| Lead Independent Director | Andrew R. Heyer; responsibilities include executive sessions, liaison role, and agenda consultation |
| Majority Voting Proposal | 2025 proxy included advisory proposal on majority voting in uncontested elections; Board made no recommendation (plurality currently) |
Compensation Committee practices
- Independent consultant (Mercer US) engaged; independence assessed with no conflicts identified .
- No interlocks; none of the Compensation Committee members have served as ARKO officers in prior three years .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board Cash Retainer | $75,000 (cash or RSUs at director’s election) |
| Committee Member Retainers | Audit: $15,000; Compensation: $10,000; Nominating & Corporate Governance: $10,000 (cash or RSUs) |
| Leadership Supplemental Retainers | Audit Chair: $25,000; Compensation Chair: $20,000; Nominating Chair: $15,000; Lead Independent Director: $25,000 |
| Friedman’s 2024 Actual Cash Fees | $21 |
| Director Stock Ownership Policy | 5× cash retainer, to be achieved within five years |
2024 Director Compensation (Actual)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Avram Friedman | 21 | 274,979 | 275,000 |
A non-employee director may elect RSUs in lieu of up to 100% of cash fees; RSUs vest immediately and are settled in common stock upon departure or change of control .
Performance Compensation
| Equity Instrument | 2024 Director RSU Grants (Company-wide grant dates & per-share fair values) | Vesting/Settlement |
|---|---|---|
| RSUs (Non-Employee Directors) | Jan: $8.25; Apr: $5.77; Jun: $6.18; Jul: $5.77; Oct: $6.90 (grant date fair values per share) | RSUs immediately vest; settled upon director’s departure or earlier change in control |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Friedman in ARKO’s proxy |
| Prior boards | GPM Director (2014–2020) |
| Significant shareholders | Entities affiliated with Davidson Kempner Capital Management LP own 23,673,004 shares (20.6%) |
| Potential interlock context | Friedman’s prior employment at Davidson Kempner (ended 2020); Board affirms his independence |
Expertise & Qualifications
- Credit and special situations investing expertise (distressed, high yield, convert arb, structured products), risk committee experience; academic appointment at Columbia Business School .
- Adds financial literacy depth to Audit and Compensation Committee work; Board deems him qualified based on financial and investment management experience .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Composition/Notes | Pledging/Hedging |
|---|---|---|---|---|
| Avram Friedman | 70,849 | <1% | Represents vested RSUs that cannot be settled until departure or change in control (director RSU treatment) | Company policy prohibits hedging/short sales/options; pre-approval required for pledging; as of Dec 31, 2024, no shares were pledged by directors/executives |
Governance Assessment
- Independence and committee engagement: Friedman is independent and serves on Audit and Compensation—high-impact committees for financial reporting and pay oversight .
- Attendance and engagement: Board met 13 times in 2024; each director attended ≥75%; he sits on committees with robust schedules (Audit 7; Compensation 13) .
- Pay alignment: Director program emphasizes equity with immediate vesting but deferred settlement, plus ownership guideline (5× cash retainer in five years), promoting alignment; Friedman’s 2024 comp was predominantly equity ($274,979 RSUs; $21 cash) .
- Shareholder signals: Say-on-pay support exceeded 80% at 2024 Annual Meeting, indicating broad investor acceptance of compensation governance; 2025 proxy solicited views on majority voting for director elections .
- Risk controls: Clawback policy adopted Nov 2023; Insider Trading Policy bans hedging/short sales/options; no pledging by directors as of year-end 2024; Board instituted formal cybersecurity oversight through a subcommittee of Audit .
- Related-party context: Large ownership by Davidson Kempner-affiliated entities (20.6%); Friedman’s prior affiliation ended 2020 and Board affirms independence—monitoring advisable but no related-party transactions disclosed for him .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay votes: For 72,288,026; Against 16,972,305; Abstentions 117,122; Broker Non-Votes 11,194,601 .
- Proxy noted “over 80%” approval of NEO pay and no material modifications following that feedback; next advisory vote scheduled at the 2025 Annual Meeting .