Harmon Spolan
About Harmon S. Spolan
Harmon S. Spolan (age 89) is an independent director of Clipper Realty Inc. (CLPR), serving since 2018. He is counsel emeritus to Cozen O’Connor and a former bank president with deep financial services and legal expertise; the Board designates him as an “audit committee financial expert.” Education: J.D. and B.A., Temple University; former Wharton School instructor (Legal Studies, 1964–1970) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cozen O’Connor | Counsel Emeritus; formerly Chair, Financial Services Practice | Since 1999 (counsel emeritus at time of proxy) | Leads/led financial services legal practice; seasoned legal advisor |
| Jefferson Bank (Philadelphia) | President | 22 years | Banking leadership; credit and risk acumen |
| Wharton School (UPenn) | Instructor, Legal Studies | 1964–1970 | Academic/legal instruction background |
External Roles
| Organization | Role | Status/Committees |
|---|---|---|
| American European Insurance Group | Director and Audit Committee member | Current |
| Cohen & Company (Alesco securities division) | Credit Committee member | Current |
| Coleman Cable, Inc. | Former Director; Audit Committee | Prior |
| Atlas Energy | Former Director; Audit Committee | Prior |
Board Governance
- Independence: CLPR’s Board deems Spolan independent under NYSE standards; he is one of four independent directors (57% of Board) .
- Committees: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (member). Chairs are: Audit—Howard M. Lorber; Compensation—Howard M. Lorber; Nominating—Robert J. Ivanhoe .
- Financial expertise: Board determined Spolan is an “audit committee financial expert” and financially literate under NYSE rules .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and relevant committee meetings .
- Executive sessions: Independent directors meet in executive session; CLPR has no Lead Independent Director; Howard M. Lorber presides over executive sessions .
- 2025 shareholder support: Re-elected with 32,097,912 “For” vs 1,570,053 “Withheld” (broker non-votes: 5,236,221) on June 18, 2025 .
Fixed Compensation (Director)
| Year | Component | Amount |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $75,000 |
| 2024 | Stock Awards (LTIP units) | $25,290 |
| 2024 | All Other Compensation (LTIP distributions) | $5,439 |
| 2024 | Total | $105,279 |
Additional structure and equity detail:
- Standard non-employee director base retainer: $75,000; committee chair fee: $10,000; non-executive Co-Chair retainer: $50,000; Mr. Levinson elects LTIP for his fees (program terms) .
- 2024 annual grant to each non-employee director: 5,300 LTIP units (grant-date fair value $25,290), vesting 1,325 quarterly on Mar 31, Jun 30, Sep 30, Dec 31, 2024 .
Performance Compensation
- No performance-based metrics disclosed for non-employee director compensation; 2024 equity awards to directors were time-based LTIP units vesting quarterly (service-based) .
Other Directorships & Interlocks
- Current other public/private roles: American European Insurance Group (Director/Audit); Alesco (Cohen & Company) Credit Committee .
- Prior boards: Coleman Cable, Inc.; Atlas Energy (including audit committee roles) .
- Compensation Committee interlocks: None—committee members (including Spolan) have never been CLPR officers/employees; no interlocks disclosed under SEC rules .
Expertise & Qualifications
- Banking and credit oversight: Former president of a commercial bank for 22 years .
- Legal and regulatory: Veteran financial services lawyer; counsel emeritus; former practice chair .
- Financial reporting: Designated “audit committee financial expert” by the Board .
- Academic credentials: J.D. and B.A. (Temple University); former Wharton instructor .
Equity Ownership
| Holder | Direct Common | Vested LTIP Units | Unvested LTIP Units | Aggregate Voting Securities | Notes |
|---|---|---|---|---|---|
| Harmon S. Spolan | 1,000 shares | 22,472 units | 2,860 units vesting in 2025 (excluded from beneficial total) | 23,472 (less than 1% of voting power) | Beneficial ownership as of Apr 30, 2025; “<1%” per proxy table |
No pledging/hedging or share collateralization was disclosed for Spolan. Related-party transactions disclosed for other directors (e.g., Iron Hound—Verrone; Greenberg Traurig—Ivanhoe), but none involving Spolan .
Governance Assessment
- Strengths:
- Independent director with deep banking/legal experience and designated audit committee financial expert—supports audit quality and risk oversight .
- Broad committee engagement (Audit, Compensation, Nominating) indicates high governance involvement; 75%+ attendance threshold met in 2024 .
- Re-election support in 2025 (≈95% of votes cast for his seat, excluding broker non-votes) suggests investor confidence in his service .
- Watch items:
- Board lacks a Lead Independent Director; executive sessions are presided over by another independent director (Lorber), which some investors may view as a structural gap .
- Overall Board independence is 57% (4 of 7), acceptable but not supermajority; continued vigilance on independence and refreshment advisable .
- No disclosed director-specific performance conditions for equity; director equity awards are time-based LTIP units (typical for REITs, but not performance-linked) .
- Conflicts/related-party:
- No related-party transactions disclosed for Spolan; related-party fees in 2024 involved other directors (Verrone, Ivanhoe) and shared services with affiliates—these were reviewed under the Related Party Transaction Policy .
Shareholder Vote Signal (2025)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Harmon S. Spolan | 32,097,912 | 1,570,053 | 5,236,221 |
Implication: High support, modest withhold level. The Board’s compensation and director equity plans were also approved (Omnibus: 30,651,964 For; Non-Employee Director Plan: 30,978,764 For) .
Overall: Spolan brings material audit and financial oversight capability with strong shareholder support and no apparent conflicts. Main governance consideration is the Board’s structure (no Lead Independent Director) rather than any Spolan-specific red flag .