Albert V. Russo
About Albert V. Russo
Albert V. Russo, age 71, has served on AMREP Corporation’s Board since 1996 (Class III), bringing specialized expertise from decades in commercial real estate as Managing Partner of 401 Broadway Building, Russo Associates and Pioneer Realty; he is deemed independent under NYSE Corporate Governance Standards . The Board held five meetings in the last fiscal year, and all directors attended at least 75% of Board/committee meetings; directors are expected to attend annual meetings and did so last year . Russo continues in office until the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 401 Broadway Building | Managing Partner | More than past five years | Commercial real estate ownership/management |
| Russo Associates | Managing Partner | More than past five years | Commercial real estate ownership/management |
| Pioneer Realty | Managing Partner | More than past five years | Commercial real estate ownership/management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 401 Broadway Building | Managing Partner | More than past five years | Private real estate |
| Russo Associates | Managing Partner | More than past five years | Private real estate |
| Pioneer Realty | Managing Partner | More than past five years | Private real estate |
No other public company directorships disclosed for Russo in the proxy .
Board Governance
- Board structure: Classified board (Class I, II, III); Russo is Class III, continuing until 2026 .
- Independence: Board determined Russo (and Cloues, Robotti) meet NYSE independence standards .
- Committees: Member of Audit (chair: Cloues; Robotti is financial expert), Compensation & Human Resources (chair: Robotti), and Nominating & Corporate Governance (chair: Cloues) .
- Attendance & engagement: Board met five times; all directors attended ≥75% of Board/committee meetings; directors expected to attend annual meetings and did so last year .
- Executive sessions: Non-management and independent directors meet in executive session at least twice per year; chaired by the Board Chair if present .
- Risk oversight: Audit Committee has primary risk oversight; full Board oversees risk including cybersecurity .
- Auditor oversight: Audit Committee changed independent auditor in July 2024 and oversaw transition; 2025 audit fees $120,000 .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash fee (Director) | $30,000 | $30,000 |
| Committee chair fees received | None (not a chair) | None (not a chair) |
| Meeting fees | None (no separate meeting fees) | None (no separate meeting fees) |
| Total director compensation | $60,000 | $60,000 |
- Compensation framework: Non-employee directors receive $30,000 cash retainer plus $30,000 in deferred common share units annually; only Audit and Compensation chairs receive additional fees (Russo is not a chair) .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Equity type | Deferred common share units (DCUs) | Deferred common share units (DCUs) |
| Annual grant mechanics | Issued on last trading day of calendar year; units = $30,000 ÷ closing price | Issued on last trading day of calendar year; units = $30,000 ÷ closing price |
| Units granted in year | 955 DCUs (calendar year 2024 issue) | 955 DCUs (calendar year 2024 issue reflected; 2025 award methodology unchanged) |
| Vesting/settlement | Each DCU converts into one share within 30 days after the first day of the month following termination of Board service | |
| Performance metrics tied to awards | None disclosed for director equity (no PSUs/TSR metrics) |
Other Directorships & Interlocks
- No public-company board roles disclosed for Russo beyond AMREP; biography cites private real estate roles only .
- Compensation committee interlocks: None in 2025 .
Expertise & Qualifications
- Sector expertise: >25 years in commercial real estate ownership and management; brings specialized real estate knowledge relevant to AMREP’s land and real estate activities .
- Governance credentials: Independent director; active on Audit, Compensation & Human Resources, and Nominating & Corporate Governance Committees .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (grouped with Clifton Russo, Lawrence Russo, Pasha Funding LLC) | 1,296,680 shares; 24.3% of outstanding |
| Shared voting power (group) | 1,273,867 shares |
| Russo sole dispositive power | 821,068 shares |
| Deferred common share units held by Russo | 22,813 units (settle post-service) |
| Shares outstanding (record date for proxy) | 5,305,949 shares |
| Stock ownership guideline | ≥30,000 shares for non-employee directors |
| Guideline compliance | Exceeds guideline (see beneficial ownership above) |
| Hedging/pledging | Hedging/monetization prohibited by insider trading policy; no pledging disclosed |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 3,118,485 | 153,688 | 1,669 | 1,316,173 |
| Auditor ratification | 4,522,408 | 50,991 | 16,616 | 0 |
| Frequency of Say-on-Pay | One Year: 2,956,094 | Two Years: 494 | Three Years: 315,380 | Abstentions: 1,874; Broker Non-Votes: 1,316,173 |
- Say-on-Pay support ≈95.3% of votes cast (For ÷ total For/Against/Abstain) based on 8-K counts .
- Board adopted One-Year frequency consistent with advisory vote .
Governance Assessment
- Alignment and influence: Russo and related parties beneficially own ~24.3% and share voting power over ~1.27M shares—strong “skin in the game” and potential influence on outcomes; Board still deems him independent per NYSE standards .
- Committee effectiveness: Active membership across Audit, Compensation, and Nominating suggests broad governance engagement; Audit Committee performs risk oversight and financial reporting review .
- Compensation structure for directors: Simple, largely time-based DCUs and modest cash retainers; no meeting fees; chairs receive small additional fees—low risk of pay misalignment for directors .
- Policies and controls: Hedging prohibited; executive sessions held; no material legal proceedings or related party transactions requiring disclosure in 2025; Section 16 filings timely .
- Shareholder signal: Robust Say-on-Pay approval and strong One-Year frequency vote indicate investor comfort with compensation governance .
RED FLAGS
- Concentrated ownership: Russo’s group stake (24.3%) and shared voting power may create perceived conflicts or influence in director elections and governance decisions despite independence designation .
- Subjective pay decisions: Compensation & Human Resources Committee notes decisions are subjective and did not use independent compensation consultants—could reduce benchmarking rigor (mitigated by simple director pay structure) .
Notes
- No director-specific performance metrics (TSR/EBITDA/ESG) tied to Russo’s compensation disclosed; equity awards settle upon post-service, aligning with long-term holding .
- No pledging disclosures for Russo; hedging banned company-wide .