Howard Lorber
About Howard M. Lorber
Howard M. Lorber (age 76) is an independent director of Clipper Realty Inc. (CLPR) serving since 2015; he chairs both the Audit Committee and the Compensation Committee and is designated by the independent directors to preside over executive sessions. He is Executive Chairman of Nathan’s Famous, Inc. (director since 1987; Executive Chairman since January 2007), and previously served as President and CEO of Vector Group Ltd. and CEO of New Valley LLC until October 2024, and as Chairman, President and CEO of Douglas Elliman Inc., and Executive Chairman of Douglas Elliman Realty, LLC until October 2024 . The Board has determined he is independent and an “audit committee financial expert,” with degrees (BA, MS, Honorary Doctorate) from Long Island University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Douglas Elliman Inc.; Douglas Elliman Realty, LLC | Chairman, President & CEO; Executive Chairman (subsidiary) | Through October 2024 | Led one of the largest U.S. residential brokerages; extensive real estate operating experience |
| Vector Group Ltd.; New Valley LLC | President & CEO (Vector); CEO (New Valley) | Through October 2024 | Public company leadership and capital markets experience |
| Morgans Hotel Group Co. | Director; Chairman | Mar 2015–Nov 2016 (Chairman May–Nov 2016) | Hospitality governance; restructuring oversight |
| Ladenburg Thalmann Financial Services | Chairman; Vice Chairman | Chairman May 2001–Jul 2006; Vice Chair Jul 2006–Feb 2020 | Financial services board leadership |
| Hallman & Lorber Assoc., Inc. | Chairman; Consultant | Chairman 1975–Dec 2004; Consultant since Jan 2005 | Pension/benefits consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nathan’s Famous, Inc. | Executive Chairman; Director | Executive Chairman since Jan 2007; Director since 1987 | Continues as Executive Chairman |
Board Governance
- Independence and roles: Independent director; Chair of Audit Committee and Chair of Compensation Committee; member of Nominating & Corporate Governance Committee; Board selected him to preside over executive sessions; Board does not have a lead independent director .
- Committee composition and meeting cadence (2024):
- Audit Committee (Lorber Chair): 3 independent directors; all three designated “audit committee financial experts”; met 4 times in 2024 and acted by unanimous consent once .
- Compensation Committee (Lorber Chair): 3 independent directors; met 1 time in 2024 and acted by unanimous consent twice .
- Nominating & Corporate Governance Committee (member): 3 independent directors; met 1 time in 2024 and acted by unanimous consent twice .
- Board meetings and attendance: Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served .
- Board structure: 7 directors, 57% independent; not classified; 3 audit committee financial experts .
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees | $95,000 | Fees earned/paid in cash for 2024 service |
| Equity (LTIP units) | $25,290 | 5,300 LTIP units granted; 1,325 vested each quarter in 2024 |
| Distributions on LTIPs | $6,072 | Quarterly cash distributions on outstanding LTIP units during 2024 |
| Total | $126,362 | Sum of cash, equity grant date fair value, and distributions |
| Program structure | Base retainer $75,000 cash; committee chair fee $10,000; additional fee for non-exec Co‑Chair $50,000; in 2024, 5,300 LTIP units (~$25,290) granted to each non‑employee director | Director compensation program terms |
Performance Compensation (Director)
- 2024 director equity was time-vested LTIP units (5,300 per non-employee director vesting quarterly in 2024); no performance metrics disclosed for non-employee director grants in 2024 .
- The 2025 Non‑Employee Director Plan permits performance-based awards, but awards are at Committee discretion; plan became subject to shareholder approval in 2025 .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| Nathan’s Famous, Inc. | Executive Chairman; Director | Current external public role |
| Vector Group Ltd. | Former President & CEO | Ended October 2024 |
| Douglas Elliman Inc. | Former Chairman, President & CEO | Ended October 2024 |
| Morgans Hotel Group Co. | Former Director; Chairman | Historical |
| Ladenburg Thalmann Financial Services | Former Chairman/Vice Chairman | Historical |
- Compensation Committee interlocks: None disclosed; no CLPR executive officers served on boards/comp committees of entities with reciprocal relationships in 2024 .
Expertise & Qualifications
- Audit committee financial expert and financially literate (SEC and NYSE definitions); experience supervising financial reporting and serving as officer/director of public companies, including financial services .
- Industry and leadership: 26+ years of board/operating experience in real estate and investment sectors via Douglas Elliman and Vector Group; brings real estate and capital markets expertise to CLPR .
- Education: BA, MS, and Honorary Doctorate from Long Island University .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (voting securities) | 49,508 | Aggregate voting securities beneficially owned (<1% of class) |
| Common stock | 25,369 shares | Held directly |
| LTIP units (vested) | 24,139 units | Convertible into common stock 1:1 |
| LTIP units (unvested) | 2,860 units (excluded from beneficial total) | Scheduled to vest in 2025 |
| LTIP units owned (as of 12/31/2024) | 21,279 units | For distribution context in 2024 |
Governance Assessment
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Strengths
- Independent director, designated “audit committee financial expert,” and presiding director for executive sessions—supports oversight quality and independent board deliberations .
- Chairs Audit and Compensation Committees and serves on Nominating—central to financial reporting integrity, pay governance, and board composition; all three committees comprised solely of independent directors .
- Attendance threshold met (≥75% of Board/committee meetings in 2024) and active committee cadence (Audit 4x; Comp 1x + consents; Nominating 1x + consents) .
- Reduction of potential external conflicts after stepping down from senior operating roles at Vector Group and Douglas Elliman in October 2024 .
-
Watch items / RED FLAGS
- Concentration of oversight: One director chairing both Audit and Compensation consolidates key oversight roles; monitor workload and sustained independence, especially given presiding role in executive sessions .
- Ownership alignment: Beneficial ownership <1% (49,508 voting securities), with modest direct stock and LTIP exposure relative to CLPR’s overall voting base; ongoing alignment through director LTIP grants exists but remains limited in absolute terms .
- Related parties and interlocks: 2024 related‑party transactions disclosed involve other directors (Verrone’s Iron Hound; Ivanhoe’s Greenberg Traurig); no Lorber‑specific transactions disclosed—continue monitoring given his extensive external roles (albeit reduced) .
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Policies and safeguards
- Insider Trading Policy with pre‑clearance and blackout restrictions for directors/officers; 10b5‑1 plans permitted .
- Clawback/recapture referenced in Omnibus Incentive Plan; Non‑Employee Director Plan provides equity award governance (including change‑in‑control treatment) .
Note: No pledging of CLPR stock by Mr. Lorber is disclosed in the 2025 proxy; continue to review future proxy footnotes for any pledging/hedging disclosures .