J.J. Bistricer
About J.J. Bistricer
J.J. Bistricer, age 44, has served as Chief Operating Officer (COO) of Clipper Realty Inc. since August 2015, with direct responsibility for acquisitions, dispositions, leasing, property development and operations across the portfolio; he is the son of CEO David Bistricer, a disclosed family relationship . Company performance context: revenue increased from $129.7M in FY2022 to $148.8M in FY2024, while EBITDA rose over the same period; the company’s TSR-based value of an initial $100 investment declined to 57.55 by 2024 (from 101.56 in 2022), indicating share underperformance despite revenue growth . Revenues: FY2022 $129.7M , FY2023 $138.2M , FY2024 $148.8M ; EBITDA: FY2022 $55.4M*, FY2023 $62.8M*, FY2024 $71.1M* (Values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clipper Realty Inc. | Chief Operating Officer | 2015–present | Portfolio-wide acquisitions, dispositions, leasing, development, and operations |
| Clipper Equity LLC (affiliated) | Officer / COO at several NYC-area properties | 2006–present | Operational leadership across ~7,000 residential units across companies; repositionings and conversions |
| Flatbush Gardens (CLPR asset) | Overall operating manager | 2006–2018 (renovation period) | Led extensive renovation/repositioning strategy; foundation for 2024 special LTIP tied to Article 11 agreement |
| 250 Livingston Street (CLPR asset) | Conversion and renovation lead | 2006–2017 | Managed office-to-residential conversion (2006–2013) and residential renovations (2014–2017) |
| Tribeca House (CLPR asset) | COO since acquisition | 2014–present | Executed multi-year repositioning; oversees residential and retail leasing/operations |
| Clover House (CLPR asset) | Renovation lead | 2017–2019 | Led extensive renovation post-acquisition to completion |
External Roles
- No public company board or external roles for J.J. Bistricer are disclosed in the 2025 DEF 14A executive officer section .
Fixed Compensation
| Year | Base Salary | Target Bonus % | Actual Bonus Paid (Cash) |
|---|---|---|---|
| 2024 | $425,000 (approved Mar 12, 2024) | 100% of base (per employment agreement) | $307,000 (paid Mar 18, 2024) |
| 2023 | $390,500 | 100% of base (per employment agreement) | $1,057,000 |
Notes:
- At-will employment; benefits per company plans .
Performance Compensation
Annual Incentive (AIP)
- Paid in cash for J.J.; 2024 = $307,000; 2023 = $1,057,000 .
- Plan states bonuses are based on metrics established by the Compensation Committee; specific AIP performance metrics for J.J. not detailed in the proxy .
Long-Term Equity (LTIP Units)
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value | Vesting | Performance Link |
|---|---|---|---|---|---|
| Apr 27, 2022 | LTIP Units (LTI) | 350,000 | — | Vest Jan 1, 2033 (service-based) | Service; no explicit metric disclosed |
| Jun 15, 2022 | LTIP Units (LTI) | 150,000 | — | Vest Jan 1, 2033 (service-based) | Service; no explicit metric disclosed |
| Mar 12, 2024 | LTIP Units (LTI) | 51,020 | $250,000 | Vest Jan 1, 2027 (service-based) | Service; no explicit metric disclosed |
| Dec 12, 2024 | LTIP Units (Special LTI for Flatbush Gardens Article 11) | 631,727 | $2,817,500 | Vest ratably Dec 12, 2025–Dec 12, 2033 | Award triggered by execution of Article 11 agreement; vesting service-based thereafter |
Additional structure:
- LTIP units are operating partnership “profits interests” valued by reference to common stock; upon vesting, convertible into OP units, then redeemable for cash equal to share price or, at company election, one share of common stock .
Pay vs. Performance (Context)
| Year | Avg Non-PEO NEO Compensation Actually Paid | Company TSR (Value of $100) | Net Loss |
|---|---|---|---|
| 2024 | $3,322,746 | 57.55 | $(6,582,000) |
| 2023 | $1,034,469 | 92.77 | $(15,564,000) |
| 2022 | $2,690,655 | 101.56 | $(12,571,000) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 308,129 voting securities (vested LTIP units convertible 1:1); <1% of outstanding voting securities |
| Vested vs unvested | Vested: 308,129 LTIP units ; Unvested: 1,182,747 LTIP units (market value $5,416,981 at $4.58 close on 12/31/24) |
| Upcoming vesting cadence | Large service-based tranches: 2025–2033 ratable vesting for 631,727 units; 2033 cliff for 500,000 units; 2027 vesting for 51,020 units |
| Distributions/perqs | 2024 “All Other Compensation” includes cash distributions on outstanding LTIP units: $326,476 |
| Pledging/hedging | Plan prohibits pledging/hedging of awards; awards non-assignable absent committee consent |
| Insider trading policy | Requires pre-clearance; blackout periods; 10b5-1 plans permitted |
| Ownership guidelines | No executive stock ownership guidelines disclosed in DEF 14A |
Implications:
- Significant unvested equity with long-dated vesting (through 2033) supports retention but creates long-term equity overhang and potential future supply as units vest .
- Beneficial ownership is primarily through LTIPs rather than direct common, limiting immediate voting alignment but tying wealth to equity value .
Employment Terms
- At-will; current base salary $425,000 (effective Mar 12, 2024) and annual incentive target 100% of base; eligibility for annual LTI awards at board discretion .
- Termination without “cause”: pro-rated AIP based on actual performance; either continued group health benefits for 12 months or cash (COBRA) grossed-up; continued vesting of outstanding equity as if employed through vest dates .
- Restrictive covenants: confidentiality and non-disparagement (indefinite), non-compete and non-solicit up to one year post-termination .
- Change-in-control (equity): if terminated without cause or resigns for “good reason” within two years after a change in control, all outstanding awards fully vest (performance awards at target/max as specified); delivery of RSUs promptly after termination . Plan contains clawback/recapture policy and no-hedging provisions .
Company Performance Reference (context for pay-for-performance)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Revenues ($) | $129,746,000 | $138,205,000 | $148,775,000 |
| EBITDA ($) | $55,367,000* | $62,815,000* | $71,065,000* |
- Values with asterisk retrieved from S&P Global.
Related Party and Governance Risk Indicators
- Family relationship: J.J. Bistricer is the son of CEO David Bistricer; several officers and directors have interests with Clipper Equity, which shares offices with CLPR; office overhead paid to Clipper Equity in 2024 was ~$308,000 .
- 2024 related-party services: Company guaranteed a consulting agreement with Iron Hound (director Roberto Verrone’s firm) for 250 Livingston loan; initial fee $125,000; independent committee approved. Legal services for 141 Livingston from Greenberg Traurig (director Robert Ivanhoe’s firm) ~$15,000 .
- Committee independence: Compensation Committee comprised of independent directors; chaired by Howard M. Lorber .
Investment Implications
- Alignment and retention: Material unvested LTIPs (1.18M units) with vesting through 2033 create strong retention incentives; double-trigger vesting at change-in-control materially accelerates equity and could amplify sell pressure if a transaction occurs .
- Pay-for-performance transparency: AIP metrics are not disclosed; 2024 special award tied to Flatbush Gardens Article 11 execution is event-driven rather than measured to financial KPIs, limiting insight into performance calibration; 2024 saw high equity grants to J.J. ($3.07M) while TSR declined vs. 2022 baseline .
- Ownership/overhang: J.J.’s direct beneficial ownership is <1%, with alignment primarily via LTIPs. The long, ratable vesting of 631,727 units (2025–2033) plus 2033 cliffs suggests steady potential equity supply over time .
- Governance and conflicts: Disclosed family relationship with CEO and ongoing related-party dealings (Clipper Equity overhead; Iron Hound consult guarantee) require monitoring; approvals were through independent committees per policy, but concentration of influence is a risk factor .
- Execution track record: Operational leadership in multiple complex repositionings (Flatbush Gardens, Tribeca House, 250 Livingston, Clover House) suggests strong execution capability—a positive offset to governance concerns .