Jacob Schwimmer
About Jacob Schwimmer
Jacob Schwimmer (age 54) serves as Chief Property Management Officer of Clipper Realty Inc. since August 2015; he has managed, developed, and invested in NYC residential and commercial real estate since 1992 alongside his family, David Bistricer, and Sam Levinson, including being a principal investor in 141 Livingston Street (2002), 250 Livingston Street (2002), and Flatbush Gardens (2005), and the principal property management executive at those properties since acquisition . Company performance context: CLPR’s TSR proxy measure fell from 101.56 in 2022 to 92.77 in 2023 and 57.55 in 2024, while net losses were $(12.6)mm, $(15.6)mm, and $(6.6)mm respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clipper Realty properties: 141 Livingston Street | Principal property management executive | Since acquisition in 2002 | Oversight of operations and execution at downtown Brooklyn office/residential assets |
| Clipper Realty properties: 250 Livingston Street | Principal property management executive | Since acquisition in 2002 | Managed conversion of office space to residential units (2006–2013) and renovations (2014–2017) |
| Clipper Realty properties: Flatbush Gardens | Principal property management executive | Since acquisition in 2005 | Led extensive renovation and repositioning strategy through 2018 |
| NYC real estate (family partnerships) | Managing, developing, investing | Since 1992 | Longstanding execution in multi-family/commercial real estate in NYC metro |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Another NYC property (David Bistricer as managing member) | Principal property management executive | Not disclosed | Operational leadership aligned with broader Clipper Equity-affiliated assets |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 325,000 | Base approved March 12, 2024 |
| 2023 | 300,000 | As reported in Summary Compensation Table |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Cash) 2024 | Company/role-specific performance metrics set by Compensation Committee | Not disclosed | Target bonus 75% of base salary (per employment agreement); base salary $325,000 → implied target $243,750 | Not disclosed | $300,000 cash paid March 2024 | N/A |
| Annual Incentive (Cash) 2023 | Company/role-specific performance metrics set by Compensation Committee | Not disclosed | Target bonus 75% of base salary (per employment agreement); base salary $300,000 → implied target $225,000 | Not disclosed | $950,000 cash paid March 2023 | N/A |
| LTIP Units – Long-Term Equity (Grant 3/12/2024) | LTIP units; performance criteria may govern awards under plan | Not disclosed | Not disclosed | Grant: 51,020 LTIP units; grant-date FV $250,000 | Equity grant | Vests 1/1/2027 |
| LTIP Units – Special Long-Term Equity (Flatbush Gardens Article 11; Grant 12/12/2024) | LTIP units tied to major transaction execution | Not disclosed | Not disclosed | Grant: 451,233 LTIP units; grant-date FV $2,012,500 | Equity grant | Vests ratably 12/12/2025–12/12/2033 |
| LTIP Units – Long-Term Equity (Prior grants) | LTIP units | Not disclosed | Not disclosed | Grants: 65,836 LTIP units (3/14/2023; FV not disclosed here) | Equity grant | Vests 1/1/2026 |
| Quarterly Distributions on LTIPs | Distribution yield on vested LTIP units | Not applicable | Not applicable | Cash distributions paid quarterly in 2024; All Other Compensation for 2024 totals $224,200 | Cash | N/A |
Performance criteria in the Omnibus plans can include funds from operations, revenue, EBITDA, net income, TSR, leverage, and other GAAP-adjusted measures, at the Committee’s discretion .
Multi-Year Compensation Summary (Reported)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 325,000 | 2,262,500 | 300,000 | 224,200 | 3,111,700 |
| 2023 | 300,000 | 370,000 | 950,000 | 204,812 | 1,824,812 |
Vesting Schedules (Unvested LTIPs as of 12/31/2024)
| Award | Grant Date | Quantity | Vesting Dates |
|---|---|---|---|
| LTIP (Long-term equity) | 4/27/2022 | 192,500 | 1/1/2033 (time-based) |
| LTIP (Long-term equity) | 6/15/2022 | 82,500 | 1/1/2033 (time-based) |
| LTIP (Long-term equity) | 3/14/2023 | 65,836 | 1/1/2026 (time-based) |
| LTIP (Long-term equity) | 3/12/2024 | 51,020 | 1/1/2027 (time-based) |
| LTIP (Special award – Article 11) | 12/12/2024 | 451,233 | Ratable annually 12/12/2025–12/12/2033 |
Total unvested units at year-end 2024: 843,089; market value $3,861,348 at $4.58/share .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 35,000 common shares; 198,144 vested LTIP units; 437,667 special voting shares directly; 1,750,667 special voting shares via Schwimmer Family Irrevocable Gift Trust 2 (Mr. Schwimmer as trustee); aggregate voting securities beneficially owned: 2,421,177 (5.5% of voting securities) |
| Ownership as % of class | Common: 1.3%; Special voting: 8.3%; Aggregate voting securities: 5.5% |
| Vested vs. unvested | Vested LTIPs: 198,144; Unvested LTIPs: 843,089 |
| Options (exercisable/unexercisable) | None disclosed; equity compensation uses LTIP units |
| Pledging/Hedging | No hedging under the Omnibus Plan (“Nonassignability; No Hedging”); pledging not disclosed |
| Ownership guidelines | Not disclosed |
| Convertibility | LTIP units convert one-for-one into OP units; OP units/Class B LLC units plus special voting stock are redeemable for cash equal to the common stock price or, at Company’s election, one share of common stock |
Employment Terms
| Term | Key Provisions |
|---|---|
| Role and start date | Chief Property Management Officer since August 2015; at-will employment |
| Base salary and target bonus | Initial base $200,000; target annual incentive 75% of base; base raised to $325,000 effective March 12, 2024 |
| Severance (without cause) | Prorated annual incentive based on actual performance; either continued healthcare benefits up to 12 months or lump-sum grossed-up payment equal to 12× monthly COBRA; continued vesting of outstanding equity as if employed through vesting dates (release required) |
| Non-compete / non-solicit | Non-compete and client/employee non-solicit apply during employment and up to one year post-termination; confidentiality and non-disparagement apply indefinitely |
| Change-in-control treatment (awards) | Double-trigger: if terminated without cause or resign for good reason within two years after a change in control, all outstanding awards fully vest; performance awards deemed earned at target or maximum; RSUs delivered promptly; alternative treatment permitted (assumption, substitution, early exercisability, cash-out) |
| Clawback | Omnibus Plan includes clawback/recapture policy (Section 3.13) |
| Insider trading | Blackout periods, pre-clearance required; Rule 10b5-1 plans permitted |
Related Party Transactions and Interlocks
- Clipper Equity: Schwimmer has ownership interests in properties controlled by Clipper Equity; Company pays shared office overhead to Clipper Equity ($308,000 in 2024; $264,000 in 2023) .
- Additional related parties: Consulting agreement guaranteed with Iron Hound (director Roberto Verrone’s firm) for 250 Livingston loan; initial fee $125,000; approved by independent committee . Engagement of Greenberg Traurig (director Robert Ivanhoe) for 141 Livingston loan; ~$15,000 fee .
Pay vs Performance Context (Company-level)
| Year | Value of $100 Investment (TSR) | Net Loss ($) |
|---|---|---|
| 2022 | 101.56 | (12,571,000) |
| 2023 | 92.77 | (15,564,000) |
| 2024 | 57.55 | (6,582,000) |
Company noted declines in stock price from $9.94 (12/31/2021) to $4.58 (12/31/2024), with dividends totaling $1.14/share over 2022–2024, affecting compensation “actually paid” via LTIP fair value changes .
Investment Implications
- Alignment: Schwimmer’s 5.5% beneficial voting stake (including significant special voting stock) plus large unvested LTIP pool (843k units) indicates meaningful equity alignment and multi-year retention via staggered vesting through 2033 .
- Retention and selling pressure: Ratable vesting of the 451k-unit special award through 2033 and other time-based LTIPs (2026/2027/2033) can create periodic liquidity events; insider trading policy requires pre-clearance, and awards are subject to clawback and no-hedging provisions, moderating risk of opportunistic sales .
- Pay-for-performance: Annual incentive targets are formulaic (75% of salary), but specific performance metrics/weightings are not disclosed; outsized 2023 cash bonus ($950k) vs lower 2024 cash ($300k) suggests significant discretion or milestone-based outcomes; special LTIP for Article 11 execution highlights transaction-driven pay .
- Governance and related-party risk: Ongoing transactions with Clipper Equity and directors’ firms raise governance sensitivity, though these are overseen by independent committees under a related-party policy; monitor for future interlocks or expansions that may affect independence .
- Change-in-control economics: Double-trigger acceleration improves executive protection; investors should model potential dilution/accelerated expense in M&A scenarios due to full vesting and target payout of performance awards .
No disclosures of stock ownership guidelines, pledging, or specific performance metrics/weights for Schwimmer’s incentives were found in the proxy.