David Bistricer
About David Bistricer
David Bistricer (age 75) is Chief Executive Officer and Co‑Chairman of Clipper Realty Inc., serving as CEO since August 2015 and director since 2015 . He is managing member of Clipper Equity LLC and has led and invested in New York City real estate since approximately 1978; prior public-company roles include Co‑Chairman of Coleman Cable (1999–2011) and Riblet Products (1987–2000) . Under his tenure, CLPR’s TSR declined to $57.55 on an initial $100 basis by 2024 while the company continued to report net losses, though revenues and EBITDA rose over 2022–2024 (see Performance & Track Record) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Clipper Equity LLC | Managing Member | >10 years (ongoing) | Controls/manages NY metro multifamily/commercial assets; principal platform for Bistricer’s real estate investments |
| Coleman Cable, Inc. (Nasdaq: CCIX) | Co‑Chairman of the Board | 1999–2011 | Oversight at wire/cable manufacturer; prior consolidation via Riblet merger in 2000 |
| Riblet Products Corporation | Co‑Chairman of the Board | 1987–2000 | Led through merger into Coleman Cable (2000) |
| Berkshire Capital LLC; Morgan Capital | Managing Member | >10 years (historical) | Real estate investment firms (no longer active) |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Various NYC real estate investments (unrelated to CLPR) | Managing member / Investor | ~1978–present | Longstanding NYC real estate operating and investment experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 630,000 | 630,000 (base increased effective Mar 12, 2024; reflected in 2024 salary) |
| Target Bonus (% of base) | 50% (per employment agreement) | 50% (per employment agreement) |
| Cash Bonus Paid ($) | 250,000 | 0 (2024 annual incentive delivered in LTIP units) |
| All Other Compensation ($) | 310,552 | 375,307 |
| Total Compensation ($) | 2,025,552 | 3,450,307 |
Notes:
- Annual incentive design: target 50% of base for CEO; actual payout 0–100% of target based on metrics set by the Compensation Committee (specific metrics not enumerated in proxy) .
Performance Compensation
- Program structure: mix of annual incentive (cash or LTIP units) and long‑term LTIP unit awards under the 2015 Omnibus Plan (moving to 2025 Omnibus Plan if approved) .
- Hedging: Awards may not be hedged; prohibited dispositions/pledges under plan terms unless permitted by Committee .
| Award | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual incentive (LTIP) | Mar 12, 2024 | 61,224 | 300,000 | Vested Jan 1, 2025 |
| LTIP – Long-term | Mar 12, 2024 | 109,184 | 535,000 | Vests Jan 1, 2027 |
| LTIP – Special (Flatbush Gardens Article 11) | Dec 12, 2024 | 360,987 | 1,610,000 | Vests ratably Dec 12, 2025–Dec 12, 2033 |
| Annual incentive (LTIP) | Mar 24, 2023 | 53,381 | 300,000 | Vested Jan 1, 2024 |
Performance metrics and weightings: not specified in proxy; the Omnibus Plan allows performance conditioning on measures such as revenue, EBITDA, margins, TSR, FFO, leverage, etc., at Committee discretion .
Equity Ownership & Alignment
| Item (as of Apr 30, 2025) | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 1,457,131 | 8.7% of common |
| Special Voting Stock | 8,556,116 | 32.5% of special voting stock |
| Aggregate Voting Securities | 10,013,248 | 22.6% of voting power outstanding |
| Vested LTIP Units | 683,270 | Convertible one‑for‑one into common |
| Unvested LTIP Units (selected) | 61,224; 109,184; 360,990; plus earlier awards | 61,224 (vested 1/1/25); 109,184 (vest 1/1/27); 360,990 (vest ratably 12/12/25–12/12/33); additional legacy grants vesting 2026–2033 |
| Pledging/Hedging | No hedging of awards permitted under plan; no disclosure of pledging of CLPR equity by Bistricer in proxy. Property‑level financing documents restrict “Sale or Pledge” of restricted parties/equity interests at borrower level . |
Insider trading policy: prohibits trading on MNPI and during blackout; allows Rule 10b5‑1 plans with pre‑clearance for directors/officers .
Employment Terms
- Status: At‑will (no fixed term); CEO since Aug 2015; base salary currently $630,000 (approved Mar 12, 2024) .
- Annual incentive target: 50% of base salary; long‑term equity awards discretionary (form/amount/vesting set by Committee/Board) .
- Severance (termination without cause): pro‑rated annual incentive based on actual performance; continued healthcare benefits for 12 months or a lump‑sum COBRA equivalent grossed‑up for taxes; continued vesting of outstanding equity as if employed through scheduled vesting dates (subject to release) .
- Restrictive covenants: confidentiality and non‑disparagement (indefinite); non‑compete and non‑solicit up to one year post‑termination .
- Change‑of‑Control (Omnibus Plan): double‑trigger acceleration if terminated without cause or resign for good reason within two years post‑CoC; time‑based awards vest; performance awards deemed earned at target (or maximum if no target) . The 2025 Omnibus Plan includes similar change‑in‑control protections and administrative flexibility .
Board Governance
- Board and roles: Bistricer is CEO and Co‑Chairman; Board is co‑chaired by David Bistricer and Sam Levinson; Board states this structure aids decisive leadership and accountability . Four of seven directors are independent; Board is declassified with annual elections .
- Lead independent director: none; independent directors selected Howard M. Lorber to preside over executive sessions .
- Committees: Audit (Chair Lorber), Compensation (Chair Lorber), Nominating & Governance (Chair Ivanhoe), Investment (Chair Levinson; members include Bistricer) .
- Meetings/attendance: Board held five meetings in 2024; each director attended at least 75% of Board/committee meetings; Board acted by unanimous consent eight times .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 129,746,000 | 138,205,000 | 148,775,000 |
| EBITDA ($) | 55,367,000* | 62,815,000* | 71,065,000* |
| Net (Loss) ($) | (12,571,000) | (15,564,000) | (6,582,000) |
| TSR ($ value of initial $100) | 101.56 | 92.77 | 57.55 |
Values marked with * retrieved from S&P Global.
Highlights and context:
- Pay vs Performance disclosure notes misalignment in some periods: PEO compensation actually paid rose from 2023 to 2024 while TSR decreased; net loss narrowed in 2024 .
- Special LTIP awards in Dec 2024 recognized completion of an Article 11 agreement at Flatbush Gardens, with multi‑year vesting through 2033 .
Related Party Transactions (Governance risk scan)
- Shared office with Clipper Equity (Bistricer affiliate): overhead charges paid ~$308,000 (2024) and ~$264,000 (2023) .
- Consulting engagement with Iron Hound (principal is director Roberto Verrone) tied to 250 Livingston loan; initial fee $125,000; approved by independent committee .
- Legal services from Greenberg Traurig (director Robert Ivanhoe is senior partner) for 141 Livingston loan (~$15,000 in 2024) .
- Policy: Independent committee reviews/approves related party transactions; investment policy on opportunities overlapping with Clipper Equity is in place .
Compensation Structure Analysis
- Mix shift: 2024 total compensation increased to $3.45m from $2.03m in 2023, driven by equity (LTIP) grants, including a special multi‑year LTIP award; cash bonus dropped to $0 in 2024 from $250k in 2023 .
- Risk alignment: Double‑trigger CoC vesting and continued vesting on no‑cause termination may reduce downside risk for the CEO; plan permits exercise‑price resets for options/SARs, indicating potential for future repricing if used (red flag if applied) .
- Clawback: Awards subject to company clawback policy; non‑hedging of awards required .
Director Service and Dual‑Role Implications
- Board service history: Director since 2015; Co‑Chairman since 2015 .
- Committees: Serves on the Investment Committee (not on Audit/Comp/N&CG, which are fully independent) .
- Independence: Not independent (executive). No Lead Independent Director; Howard Lorber presides over executive sessions; four of seven directors are independent .
- Implications: Concentration of power (CEO + Co‑Chair) and absence of a designated LID elevate governance risk, though independent committees and executive sessions partly mitigate .
Equity Vesting Schedules and Potential Selling Pressure
- Unvested CEO LTIP as of Dec 31, 2024: 61,224 (vested 1/1/2025), 109,184 (vest 1/1/2027), 360,990 (vest ratably 12/12/2025–12/12/2033), plus long‑dated 2022 awards vesting on Jan 1, 2033 .
- Signal: Multi‑year, front‑end vesting events starting Dec 2025 could create periodic liquidity windows; company permits 10b5‑1 plans and requires pre‑clearance .
Employment & Change‑of‑Control Economics (Severance)
- Without cause termination: pro‑rated annual incentive at actual; 12 months health coverage or grossed‑up COBRA cash; continued equity vesting per schedule .
- CoC (double trigger within 2 years): full vesting of time‑based awards; performance awards earned at target (or maximum if no target specified); RSUs delivered promptly post‑termination .
Performance Compensation Details (Design Reference)
- The Omnibus Plan allows performance conditioning on metrics including revenue, EBITDA, margins, cash flow, return measures, market share, TSR, fair market value changes, FFO, leverage ratios, and specific milestones; Committee may adjust goals for extraordinary items .
Investment Implications
- Alignment: Very high insider ownership (22.6% voting power) tightly aligns incentives but raises control/entrenchment risk and lowers float; no disclosure of share pledging, and awards cannot be hedged .
- Pay vs performance: 2024 compensation rose with significant equity grants despite TSR decline to $57.55 since 2021 baseline; watch say‑on‑pay and future equity grant pacing; multi‑year vesting may create periodic selling pressure starting 2025 .
- Governance: Dual CEO/Co‑Chair structure without a Lead Independent Director is a governance risk flag; independent committee structure partly offsets .
- Contract risk: Continued vesting on no‑cause term and double‑trigger CoC acceleration reduce forfeiture risk; plan permits option/SAR repricing (if used) which would be shareholder‑unfriendly .
- Related‑party exposure: Recurring related‑party transactions (office sharing; director‑affiliated services) approved by independent committee warrant ongoing monitoring for fairness .