Edward B. Cloues, II
About Edward B. Cloues, II
Edward B. Cloues, II, age 77, is an independent director of AMREP Corporation (AXR) who has served on the Board since 1994 and is currently Chairman of the Board . He is a former CEO and Chairman of K‑Tron International and previously a partner at Morgan, Lewis & Bockius specializing in mergers and acquisitions, bringing deep transactional and governance expertise; he has chaired and served on multiple public company boards, including Penn Virginia Corporation (Chairman; interim CEO during a 2016 Chapter 11 reorganization), Hillenbrand, Inc., and PVR GP, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| K‑Tron International, Inc. | Chairman & Chief Executive Officer | 1998–2010 | Led company until sale in 2010 |
| Morgan, Lewis & Bockius LLP | Partner (M&A, business law) | Pre‑1998 | Specialized in mergers and acquisitions; grounding in complex transactions |
| PVR GP, LLC (General Partner of PVR Partners, L.P.) | Director (since 2003), Chairman (since 2011) | 2003–2014 | Chairman through sale of PVR Partners in 2014 |
External Roles
| Organization | Role | Period | Notes |
|---|---|---|---|
| Virtua Health, Inc. | Chairman, Board of Trustees | Jan 2022–present | Trustee since 2010; non‑profit hospital and healthcare system |
| Hillenbrand, Inc. | Director | 2010–Feb 2021 | Diversified global industrial company |
| Penn Virginia Corporation | Chairman of the Board; interim CEO | 2011–2016; 2015–2016 | Board‑led reorganization; Chapter 11 in 2016; emergence same year |
| PVR GP, LLC (PVR Partners, L.P.) | Director; Chairman | Director since 2003; Chairman since 2011; until 2014 | Pipeline/natural resources MLP; sold in 2014 |
Board Governance
- Independence: Determined by AXR Board to meet NYSE director independence standards; no material relationship other than Board service .
- Roles and Committees:
- Chairman of the Board .
- Audit Committee: Chairman; members Cloues, Robotti, Russo; Audit Committee held six meetings in the last fiscal year .
- Nominating and Corporate Governance Committee: Chairman; members Cloues, Robotti, Russo; four meetings in the last fiscal year .
- Compensation and Human Resources Committee: Member (Chairman is Robotti); three meetings in the last fiscal year .
- Attendance and engagement:
- Board held five meetings in the last fiscal year; all directors attended at least 75% of Board/committee meetings; all directors attended last year’s annual meeting .
- Executive sessions: Non‑management and independent directors meet in executive session at least twice per year; Chairman of the Board (Cloues), if in attendance, presides .
- Insider Trading Policy: Prohibits hedging or monetization transactions involving AXR securities .
Fixed Compensation
| Component | 2024 ($) | 2025 ($) | Notes |
|---|---|---|---|
| Annual Board cash retainer | 30,000 | 30,000 | Paid in equal quarterly installments |
| Audit Committee Chair fee | 7,500 | 7,500 | Equal quarterly installments |
| Compensation Committee Chair fee | n/a | n/a | Cloues is not Comp Chair; fee applies to Comp Chair (Robotti) |
| Nominating Committee fee | 0 | 0 | Members (including Chair) serve without additional compensation |
| Chairman of the Board fee | 95,000 | 95,000 | Equal monthly installments |
| Meeting fees | 0 | 0 | No separate meeting fees |
| Fees Earned or Paid in Cash (reported) | 132,500 | 132,500 | Sum reflects retainer + committee chair + board chair |
Performance Compensation
| Equity Element | Grant Basis | 2024 | 2025 | Vesting/Settlement |
|---|---|---|---|---|
| Deferred Common Share Units (DSUs) annual grant | $30,000 divided by YE closing price | 1,365 units; $30,000 fair value | 955 units; $30,000 fair value | Each DSU pays 1 share within 30 days after first day of month following termination of Board service |
| Total Outstanding DSUs | Running total | 21,858 units | 22,813 units | Same settlement terms as above |
| Director Stock Awards (reported) | Grant date fair value | $30,000 | $30,000 | Computed per ASC 718 |
| Performance metrics tied to director comp | None disclosed | — | — | Director comp consists of cash fees and time‑vested DSUs; no performance hurdles described |
Other Directorships & Interlocks
- Current/prior public company boards: Hillenbrand (2010–Feb 2021), Penn Virginia (Chairman 2011–2016; interim CEO 2015–2016), PVR GP, LLC (Director since 2003; Chairman since 2011; until 2014) .
- Non‑profit board: Virtua Health, Inc. (Chairman of Board of Trustees since Jan 2022; trustee since 2010) .
- Compensation committee interlocks: None required to be disclosed for 2024 or 2025 .
Expertise & Qualifications
- Former CEO/Chairman of a publicly held industrial company (K‑Tron), providing operating leadership and capital allocation experience .
- M&A legal expertise as a former partner at Morgan, Lewis & Bockius LLP .
- Governance, audit, and compensation experience from service on multiple boards; currently Audit Chair and Nominating Chair at AXR .
- Crisis/restructuring leadership (Penn Virginia Chapter 11 emergence in 2016) .
Equity Ownership
| Metric | 2024 (as of July 19, 2024) | 2025 (as of July 21, 2025) |
|---|---|---|
| Shares Beneficially Owned | 56,482 (includes 21,858 DSUs) | 57,437 (includes 22,813 DSUs) |
| Percent of Class (%) | 1.1% | 1.1% |
| Director Ownership Guideline | 30,000 shares expected; DSUs count toward guideline | 30,000 shares expected; DSUs count toward guideline |
Governance Assessment
- Positive signals: Independent Chairman with deep M&A and operating experience; serves as Audit Chair with active oversight (six meetings in last fiscal year), and as Nominating Chair; Board and committee attendance thresholds met; all directors attended last annual meeting . Alignment reinforced by equity via DSUs and a formal 30,000‑share director ownership guideline that counts DSUs, which Cloues exceeds based on reported beneficial ownership .
- Compensation structure: Stable year‑over‑year mix with cash retainer plus DSUs; additional fixed fee for Board Chair and Audit Chair; no meeting fees; no compensation consultants engaged for executive/director pay decisions, with subjective committee determinations .
- Conflicts and related‑party exposure: Company discloses no related‑party transactions requiring Item 404(a) reporting in 2024 and 2025 . Insider trading policy prohibits hedging/monetization of AXR stock .
- Risk indicators and RED FLAGS:
- Combined oversight roles: Cloues serves simultaneously as Board Chair, Audit Committee Chair, and Nominating Chair, concentrating governance authority in one individual; investors may monitor for independence and challenge risk in audit oversight .
- Section 16(a) timeliness: AXR disclosed a late Form 4 filing by Cloues for one transaction in 2022 (reported in the 2023 proxy); subsequent years reported timely filings .
- Ownership guideline composition: Policy permits DSUs to satisfy share ownership; while aligning long term, DSUs are payable after service rather than acquired shares outright .
Overall, Cloues brings strong governance and transaction expertise with stable compensation and meaningful equity alignment, but his simultaneous chair roles across Board, Audit, and Nominating warrant attention for potential concentration of oversight.