Richard Burger
About Richard N. Burger
Independent director at Clipper Realty Inc. (CLPR); age 74; director since 2018. Former CFO, President/CEO with deep finance and operating experience; MBA (University of Baltimore) and BS (Towson University). The Board identifies Burger as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coleman Cable, Inc. | CFO, EVP, Secretary & Treasurer | 1999–2013 | Senior finance leadership at a public manufacturer (Nasdaq: CCIX historically) |
| Burns Aerospace Corporation (subsidiary of Eagle Industries) | President & CEO | Not disclosed | Led aircraft equipment manufacturer operations |
| A.M. Castle & Co. | Director | Not disclosed | Governance oversight at metals/services provider |
External Roles
No current public company board roles disclosed. Prior public company directorship at A.M. Castle & Co.
Board Governance
- Independence: The Board determined Burger is independent per NYSE standards; 4 of 7 directors (57%) are independent (Lorber, Burger, Ivanhoe, Spolan).
- Committee Assignments:
- Audit Committee: Member; chair is Howard M. Lorber; all members deemed audit committee financial experts. Audit Committee met 4 times in 2024.
- Compensation Committee: Member; chair is Howard M. Lorber. Committee met 1 time in 2024.
- Nominating & Corporate Governance Committee: Not listed as member (Chair: Robert J. Ivanhoe; members Lorber, Spolan). Met 1 time in 2024.
- Investment Committee: Not a member; Committee did not meet in 2024.
- Attendance: Each incumbent director attended ≥75% of Board and applicable committee meetings in 2024; Board held 5 meetings.
- Executive Sessions: Independent directors meet in executive session; no Lead Independent Director; Howard M. Lorber presides.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director base retainer |
| Committee chair fees | $0 | Burger not disclosed as chair; chair fee is $10,000 if applicable |
| Meeting fees | Not disclosed | Company reimburses reasonable expenses |
| Additional LTIP units (director grant) | $25,290 | 5,300 LTIP units; 1,325 units vested quarterly in 2024 |
| All other compensation (LTIP distributions) | $5,439 | Quarterly cash distributions on outstanding LTIP units |
Total 2024 director compensation: $105,729 (cash + stock awards + other).
Performance Compensation
- Non-employee director equity is issued as LTIP units under the 2015 Non-Employee Director Plan, with quarterly vesting for standard grants; no specific performance metrics disclosed for Burger’s director grants in 2024.
- The 2025 Non-Employee Director Plan (subject to shareholder approval) permits performance-based awards and sets a 3,000,000-share reserve; includes change-in-control acceleration and broad award types (options, RSUs, SARs, LTIP units).
| Metric | Target | Actual | Source |
|---|---|---|---|
| Equity grant type | LTIP units | 5,300 units (quarterly vesting in 2024) | |
| Performance metrics on director equity | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict |
|---|---|---|---|
| A.M. Castle & Co. | Director | Former | None disclosed with CLPR counterparties |
No CLPR-related party transactions disclosed involving Burger specifically in 2024–2025. Related-party arrangements do exist for other directors/officers (e.g., shared services with Clipper Equity; consulting with Iron Hound led by director Roberto Verrone; legal fees to Greenberg Traurig where director Robert Ivanhoe is a partner), each approved by an independent committee.
Expertise & Qualifications
- Audit committee financial expert; financially literate per NYSE standards.
- Senior finance/operator background (public company CFO, president/CEO).
- Education: MBA (University of Baltimore); BS (Towson University).
Equity Ownership
| Ownership Item | Quantity | Status/Notes |
|---|---|---|
| Vested LTIP units (as of Apr 30, 2025) | 22,472 | Convertible 1:1 into common; excludes 2,860 unvested units vesting in 2025 (subject to continued service) |
| Unvested LTIP units (scheduled 2025) | 2,860 | Director service-based vesting |
| LTIP units held (as of Dec 31, 2024) | 19,612 | Basis for 2024 distributions; no unvested LTIP units besides standard quarterly vesting grants |
| Common stock | Not disclosed | No common shares listed for Burger in 2025 table; total beneficial voting % less than 1% |
| Ownership % of voting securities | <1% | As reported in principal stockholders table |
No pledging/hedging of CLPR stock disclosed for Burger; Company insider trading policy prohibits trading on MNPI, requires pre-clearance, and permits 10b5-1 plans.
Insider Trades (Section 16)
| Filing Date | Transaction Date | Form | Summary |
|---|---|---|---|
| Apr 21, 2025 | Mar 12, 2025 | Form 4 | Statement of changes in beneficial ownership (details in SEC filing) |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert designation; sits on Audit and Compensation Committees.
- Attendance threshold met; Board/committees active (5 Board meetings; Audit 4; Compensation 1).
- Modest equity alignment via LTIP units; vested vs unvested breakdown transparent.
- Watch items / potential red flags:
- Board independence is 57% (4 of 7); no Lead Independent Director (executive sessions chaired by Lorber).
- Company maintains several related-party transactions involving other directors/officers (e.g., Clipper Equity shared office services; consulting with Iron Hound; legal with Greenberg Traurig). While approved by independent committee, they elevate perceived conflict risk at the board level. No Burger-specific transactions disclosed.
- Director compensation includes LTIP units; while standard, equity structure for directors (and change-in-control acceleration under the proposed 2025 plan) can reduce at-risk governance posture if awards lack performance conditions.
Overall: Burger’s finance expertise and independent status support board effectiveness on oversight, particularly audit/compliance. Governance optics for CLPR broadly reflect concentrated insider influence and related-party activity among other directors, partially mitigated by independent committee oversight; continued transparency around director equity awards and independence is advisable.