Christopher V. Vitale
About Christopher V. Vitale
Christopher V. Vitale, age 49, is President and Chief Executive Officer of AMREP (AXR) since 2017 and has served on the Board since July 2021. His background includes senior legal and administrative roles at AMREP (EVP/CAO/GC; VP/GC) and prior legal positions at Franklin Square Holdings, WorldGate Communications, and the law firms Morgan, Lewis & Bockius and Sullivan & Cromwell, which the Board cites as providing strong governance and transactions expertise . Under his tenure, AXR’s disclosed TSR value-of-$100 rose from 108.09 (FY2023) to 175.35 (FY2025), while net income moved from $21.79m (FY2023) to $12.72m (FY2025), reflecting variability but positive multi-year TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AMREP | President & Chief Executive Officer | 2017–present | Company leadership; deep knowledge of AMREP cited by Board |
| AMREP | EVP, Chief Administrative Officer & General Counsel | 2014–2017 | Governance and complex transactions background |
| AMREP | Vice President & General Counsel | 2013–2014 | Legal leadership; securities and governance experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Franklin Square Holdings, L.P. | Legal positions | 2011–2013 | Investment products sponsor/distributor experience |
| WorldGate Communications, Inc. | Legal positions | 2009–2011 | Operating experience in telecom/video services |
| Morgan, Lewis & Bockius LLP; Sullivan & Cromwell LLP | Attorney | Not disclosed | M&A, securities, and governance foundation |
Board Governance
- Board service: Director since July 2021; Chair/CEO roles are separated (Chairman: Edward B. Cloues II) . The Board is classified into three classes with staggered terms (Class I/II/III) .
- Committees:
- Compensation & Human Resources Committee: Members are Robert E. Robotti (Chair), Edward B. Cloues II, and Albert V. Russo; all determined independent .
- Audit Committee: Oversees auditor, internal controls, and risk; also primary risk oversight per charter .
- Nominating & Corporate Governance Committee: All independent; also oversees governance guidelines .
- Board process and independence practices: At least two annual executive sessions of non-management and of independent directors; five Board meetings in the last fiscal year with all directors at ≥75% attendance .
- Director ownership guidelines: Non-employee directors are expected to maintain ≥30,000 shares within five years; policy applies to non-employee directors (not executives) .
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base salary | $346,500 | $357,700 | $371,000 |
| Actual cash bonus | $150,000 | $165,000 | $150,000 |
| Stock awards (grant-date fair value) | $89,300 | $153,900 | $156,900 |
| All other compensation | $14,500 | $16,100 | $10,900 |
| Total compensation | $600,300 | $692,700 | $688,800 |
- Recent adjustments and awards (July 17, 2025): Salary increased to $381,000 effective July 28, 2025; cash bonus of $168,000; and 8,000 restricted shares granted (vesting 2026–2028) .
Performance Compensation
- Committee approach: The Compensation & Human Resources Committee determines CEO and executive pay using judgment without a fixed list of criteria; no consultant engaged; limited, non-recurring use of options; no specific formulaic metric weights disclosed .
- Annual equity awards (time-vested RSAs/RSUs) and historical option grant:
- Stock option: 50,000 shares at $14.24 (11/1/2021 grant), vests 100% on 11/1/2026 if employed; accelerates on death/disability, termination without cause, or change in control; expires 11/1/2031 .
- RSU/Restricted stock grants:
- 8,000 shares granted 7/17/2025; vest 2,666 on 7/17/2026, 2,667 on 7/17/2027, 2,667 on 7/17/2028 .
- 7,200 shares granted 7/18/2024; vest 2,400 each on 7/18/2025, 7/18/2026, 7/18/2027 .
- 8,000 shares granted 7/12/2023; vest 2,666 on 7/12/2024, 2,667 on 7/12/2025, 2,667 on 7/12/2026 .
| Pay vs Performance (Reg S-K 402(v)) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Compensation actually paid to PEO | $647,600 | $1,087,600 | $845,600 |
| TSR value of $100 investment | $108.09 | $157.73 | $175.35 |
| Net income | $21,790,000 | $6,690,000 | $12,716,000 |
- Observations: The equity-heavy “compensation actually paid” tracked higher with share price appreciation (TSR improvement from 2023 to 2025), while net income was volatile, suggesting equity alignment but discretionary cash bonuses remain meaningful .
Equity Ownership & Alignment
| Ownership detail | Data |
|---|---|
| Beneficial ownership | 117,200 shares (2.2% of outstanding) |
| Vested vs unvested stock (as of 4/30/2025) | 15,202 unvested shares; market value $342,805 at $22.55 share price |
| Options outstanding | 50,000 unexercised/unearned; strike $14.24; expiry 11/1/2031; vests 11/1/2026; CIC/death/disability/without cause acceleration |
| Upcoming vesting (legacy awards) | 2,667 (7/12/2026), 2,400 (7/18/2026), 2,400 (7/18/2027) |
| Upcoming vesting (2025 award) | 2,666 (7/17/2026), 2,667 (7/17/2027), 2,667 (7/17/2028) |
| Hedging/pledging | Company insider trading policy prohibits hedging/monetization transactions by directors/officers |
| Director ownership guideline | Non-employee directors: 30,000 shares; executive ownership guideline not disclosed |
- Trading pressure: Multiple July vest dates (2025–2028) and the 11/1/2026 option vest create recurring potential sale windows, tempered by an anti-hedging policy .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Employment agreement entered November 2021 |
| Good Reason (examples) | >5% salary cut; removal as CEO; material diminution in authority; assignment of material new duties; loss of Exchange listing/SEC reporting; forced relocation; failure to perform company obligations |
| Cause (examples) | Material breach of agreement/policies (not due to disability); felony or moral turpitude; misappropriation; dishonesty for personal gain |
| Severance (Good Reason/without Cause) | Lump sum = 200% of highest base salary (reference look-back as specified); full vesting of all outstanding equity awards |
| Death benefit | One month’s then-annual base salary for month of death plus three additional months |
| Benefits continuation | 200% of annual medical/health care cost for executive and dependents; tax gross-up to cover related income/FICA taxes |
| D&O insurance | Coverage during employment and up to 6 years post-termination, subject to policy terms |
| Non-compete/Non-solicit | Included in agreement (durations not disclosed) |
| Change-in-control | Under the equity plan, restrictions on certain awards automatically lapse on CIC; the 2021 option becomes immediately exercisable on CIC |
Say‑on‑Pay & Shareholder Feedback
| 2025 Advisory vote on NEO compensation | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Results | 3,118,485 | 153,688 | 1,669 | 1,316,173 |
- Approximate approval rate: ~95.3% of votes cast (For/(For+Against+Abstain)) indicating broad shareholder support for pay program .
Related Party, Interlocks, Compliance
- Related-party transactions: None required to be disclosed under Item 404(a) .
- Compensation committee interlocks: None required to be disclosed .
- Section 16 compliance: Company believes all required insider filings were timely in 2025 .
Compensation Structure Analysis
- Mix and shifts: Compensation combines salary, discretionary cash bonus, and time‑vested restricted stock; a single 2021 stock option grant remains outstanding with a 2026 cliff vest . No disclosure of target bonus percentage, PSU design, or metric weightings; committee uses subjective criteria and no external consultant, elevating discretion in annual pay outcomes .
- Equity alignment: Rising “compensation actually paid” has tracked share performance, with meaningful unvested equity and an in-the-money option aligning incentives; anti‑hedging policy supports alignment .
- CIC/severance: Equity fully vests on Good Reason/without Cause, and equity restrictions lapse on CIC; presence of tax gross‑ups on benefit continuation is shareholder‑unfriendly, though not a full excise-tax gross‑up .
Risk Indicators & Red Flags
- Discretionary bonuses without disclosed targets/weights (reduced pay-for-performance transparency) .
- Single-trigger equity vesting on change-in-control under plan and option agreement (lapse/acceleration at CIC) .
- Tax gross-ups on benefit continuation amounts (not typical of best-practice policies) .
- No disclosed clawback policy in proxy materials reviewed; not found in 2025 DEF 14A excerpts .
Investment Implications
- Alignment and retention: Significant unvested equity, a sizable option vesting in 2026, and recurring July RSU vests create retention hooks and incremental insider supply windows; anti‑hedging policy supports alignment .
- Pay governance: High say‑on‑pay approval (~95%) mitigates near-term governance risk, but the discretionary bonus framework and single‑trigger CIC vesting are watch items for some investors .
- Performance linkage: “Compensation actually paid” has been directionally consistent with TSR improvement, though net income volatility suggests performance sensitivity to cyclical drivers; the equity-heavy mix should keep CEO incentives tied to shareholder outcomes .