Robert E. Robotti
About Robert E. Robotti
Independent director of AMREP Corporation (AXR) since 2016; age 72 as of the 2025 proxy. President of Robotti & Company Advisors, LLC (RIA) and Robotti Securities, LLC (broker-dealer) since 1983; Managing Member of Ravenswood Management Company, LLC since 1980. Holds BSBA and MBA in Accounting; former CPA (inactive); designated by the AXR Board as an “audit committee financial expert.” Tenure on AXR’s classified board: Class II, nominated to serve through 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PHX Minerals Inc. (Panhandle Oil & Gas) | Director | 2004 – May 2020 | Governance experience across energy minerals |
| BMC Building Materials Holding Corp. | Director | 2012 – 2015 | Oversaw building materials board governance |
| PrairieSky Royalty Ltd. | Director | 2019 – Apr 2023 | Petroleum & natural gas royalties board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulse Seismic Inc. | Chairman & Director | ≥5 years (as of 2025) | Board leadership in seismic data licensing |
| Tidewater Inc. | Director | Since Jun 2021 | Offshore energy maritime governance |
Board Governance
- Independence: AXR Board determined Robotti is independent under NYSE Corporate Governance Standards.
- Committee assignments (FY2025):
- Audit Committee member; Board designated him as audit committee financial expert; Audit Committee held 6 meetings.
- Nominating & Corporate Governance Committee member; held 4 meetings.
- Compensation & Human Resources Committee Chair; held 3 meetings.
- Attendance: Board held 5 meetings; all directors attended ≥75% of Board/committee meetings; all directors attended last year’s annual meeting (noting prior year disclosure that Robotti missed the annual meeting then).
- Executive sessions: Non-management directors and independent directors meet in executive session at least twice per year per guidelines.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2025 | 30,000 | 3,750 (Comp Chair) | 0 | Total fees earned: $33,750 |
| Policy | 30,000 annual cash fee | Audit Chair $7,500; Comp Chair $3,750; Nominating members/chair $0 | No meeting fees | Chairman of Board receives separate $95,000 (not applicable to Robotti) |
Performance Compensation
| Calendar Year | Equity Grant Type | Units Issued | Grant Date Fair Value ($) | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|---|
| 2024 | Deferred Common Share Units (DCUs) | 955 | 30,000 | One share of Common Stock per DCU delivered within 30 days after the first day of the month following termination of service as director | None (director equity not tied to performance) |
| 2023 | Deferred Common Share Units (DCUs) | 1,365 | 30,000 | Same settlement terms as above | None |
Directors receive annual DCUs equal to $30,000 divided by year-end share price; no options or performance-conditioned awards are granted to directors.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Pulse Seismic Inc. | Chairman & Director | No AXR-reported compensation committee interlocks; none required to be disclosed |
| Tidewater Inc. | Director | No AXR-reported interlocks; none required to be disclosed |
| Prior: PHX Minerals, BMC, PrairieSky | Former Director | Historical roles; no AXR-reported interlocks |
- Compensation committee interlocks: None in FY2025/2024.
- Related-party transactions: None required to be disclosed.
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert by AXR Board.
- Professional background: Founder/controlling owner of RIA and broker-dealer; extensive investment partnership management.
- Education/credentials: BSBA and MBA in Accounting; former CPA (inactive).
- SEC Advisory Committee on Smaller Public Companies (2005–2006); corporate governance subcommittee member.
Equity Ownership
| Beneficial Owner (Robotti-affiliated) | Shares Beneficially Owned | Power/Notes |
|---|---|---|
| Robert E. Robotti | 518,519 | Includes 21,600 DCUs; shared voting/disposition across entities per footnotes |
| Robotti & Company, Incorporated (R&CoI) | 496,919 | Shares voting/disposition with R&CoA and RS as noted |
| Robotti Securities, LLC (RS) | 1,470 | Shared voting/disposition with Robotti & R&CoI |
| Robotti & Company Advisors, LLC (R&CoA) | 495,449 | Advisory clients; shared voting/disposition with Robotti & R&CoI |
| Ravenswood Investment Co., L.P. (RIC) | 181,604 | Shared voting/disposition with RMC, Robotti & Wasiak |
| Ravenswood Investments III, L.P. (RI) | 114,990 | Shared voting/disposition with RMC, Robotti & Wasiak |
| Kenneth R. Wasiak | 296,594 | Shared voting/disposition with RIC and RI |
- Ownership as % of AXR shares outstanding: 9.7% as of July 21, 2025.
- Director ownership guidelines: Expected to hold ≥30,000 shares; Robotti exceeds guideline.
- Hedging/monetization: Prohibited by AXR insider trading policy.
Governance Assessment
-
Strengths
- Independent director with deep financial/accounting expertise; designated audit committee financial expert (supports audit quality and risk oversight).
- Active governance roles: Chairs Compensation & HR Committee; serves on Audit and Nominating committees; clear engagement via committee meeting cadence (Audit 6; Comp 3; Nominating 4).
- Strong ownership alignment: ~9.7% beneficial ownership; far above 30,000-share director guideline; DCUs further align compensation to long-term equity.
- No related-party transactions or compensation committee interlocks disclosed; reduces conflict risk.
- Attendance improvement: While he missed the prior annual meeting (FY2024 disclosure), the subsequent year reports full annual meeting attendance; Board/committee attendance met thresholds.
-
Watch items / RED FLAGS
- Large shareholder status combined with chairing Compensation Committee requires ongoing scrutiny of pay decisions for independence of judgment (no consultant engagement at AXR).
- Prior-year absence from annual meeting (FY2024) is a minor engagement red flag; monitor consistency of shareholder-facing attendance.
- As controlling owner of affiliated investment adviser and broker-dealer, potential for perceived conflicts exists despite NYSE independence determination; continue monitoring for any related-party dealings (none disclosed).
-
Policies supporting investor confidence
- Insider trading policy prohibits hedging/monetization; Board conducts executive sessions at least twice annually; risk oversight centralized in Audit Committee.
Overall view: Robotti brings experienced, investor-oriented oversight with material skin-in-the-game and key committee leadership, tempered by the need to monitor independence in compensation decisions given his significant ownership and external investment affiliations.