Robert Ivanhoe
About Robert J. Ivanhoe
Robert J. Ivanhoe (age 72) has served as an independent director of Clipper Realty Inc. since 2015. He is Chair of the 300+ lawyer Global Real Estate Practice and Co‑Chair of the REIT group at Greenberg Traurig LLP, and sits on the firm’s Executive Committee, Board of Directors, and Operating Committee; he holds a JD from American University Washington College of Law and a BA from Johns Hopkins University . The Board has determined he is independent under NYSE standards, and he has at least 10 years of service on CLPR’s board as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenberg Traurig LLP | Chair, Global Real Estate Practice; Co‑Chair, REIT Group | Since 1996 | Executive Committee, Board of Directors, Operating Committee; recognized legal expert in complex real estate transactions |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Greenberg Traurig LLP | Senior partner; Executive Committee/Board/Operating Committee | Legal services | Extensive U.S. real estate law expertise; industry recognition by Chambers USA and others |
Board Governance
- Board independence: 4 of 7 directors are independent; all Audit, Compensation, and Nominating & Corporate Governance (NCG) Committees are comprised entirely of independent directors .
- Committee assignments (2024 activity):
- Nominating & Corporate Governance: Ivanhoe, Chair; members Lorber and Spolan. Met 1 time; 2 unanimous consents .
- Investment Committee: Members Levinson (Chair), Bistricer, Ivanhoe, Verrone. Did not meet in 2024 .
- Audit Committee: Lorber (Chair), Burger, Spolan .
- Compensation Committee: Lorber (Chair), Burger, Spolan .
- Attendance: Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; non‑management directors meet in executive session at regular meetings; no Lead Independent Director (Lorber presides over executive sessions) .
- 2025 Annual Meeting voting support: Ivanhoe received 31,173,708 “For” votes, 2,494,257 “Withheld,” with 5,236,221 broker non‑votes .
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fee | Other Committee/Meeting Fees | Total Cash Paid |
|---|---|---|---|---|
| 2024 | $75,000 | $10,000 (NCG Chair) | — | $85,000 |
| 2023 | $75,000 | $10,000 (NCG Chair) | — | $85,000 |
Notes:
- Standard non‑employee director program: $75,000 base cash retainer; $10,000 per committee chair; $50,000 for non‑executive Co‑Chairman (Levinson; paid in LTIP units at his election) .
Performance Compensation
| Year | Equity Type | Grant | Grant Date Fair Value | Vesting | Unvested as of Year‑End |
|---|---|---|---|---|---|
| 2024 | LTIP Units (director equity) | 5,300 units | $25,290 | 1,325 units vest on Mar 31, Jun 30, Sep 30, Dec 31, 2024 | None (for non‑Levinson directors) |
| 2023 | LTIP Units (director equity) | 4,500 units | $25,290 | 1,125 units vest on Mar 31, Jun 30, Sep 30, Dec 31, 2023 | None (for non‑Levinson directors) |
Additional:
- Quarterly cash distributions (“all other compensation”) tied to outstanding LTIP units: Ivanhoe $6,072 in 2024; $6,072 in 2023 .
- No director performance metrics (e.g., revenue/EBITDA/TSR) disclosed for director equity grants; awards were time‑based vesting .
Other Directorships & Interlocks
| Entity | Nature | Relationship | Potential Interlock/Conflict |
|---|---|---|---|
| Greenberg Traurig LLP | Service provider | Company engaged GT in 2024 regarding a loan to 141 Livingston Street; fee ≈ $15,000 | Related‑party transaction; approved under Related Party Transaction Policy by an independent committee process |
Expertise & Qualifications
- Deep expertise in sophisticated real estate structures, financings, workouts, restructurings, acquisitions/dispositions across asset classes; frequent industry speaker/author; recognized by leading publications .
- Legal/governance acumen and REIT specialization are directly relevant to CLPR’s real estate operations and board oversight .
Equity Ownership
| As of Date | Common Shares Beneficially Owned | Special Voting Shares | LTIP Units Vested (Convertible 1:1) | Unvested LTIP Units | Percent of Class |
|---|---|---|---|---|---|
| Apr 30, 2025 | 24,139 (count includes LTIPs convertible within 60 days) | — | 24,139 | 2,860 vest in 2025 | <1% |
| Dec 31, 2024 | — | — | 21,279 | None (for non‑Levinson directors) | — |
Shares Outstanding Reference:
- 16,146,546 common; 26,317,396 special voting outstanding (Apr 30, 2025) .
Governance Assessment
- Strengths:
- Independence and committee leadership: Ivanhoe chairs the NCG Committee; all governance‑critical committees are fully independent .
- Engagement: Minimum 75% attendance threshold met; routine executive sessions; formal committee charters outlining responsibilities .
- Shareholder support: Strong re‑election vote in 2025 (31.17M “For”) signals investor confidence .
- Alignment:
- Modest equity exposure via LTIP units (<1% ownership); time‑based director equity grants create some alignment, though holdings are small relative to float .
- Cash/equity mix stable year‑over‑year (cash $85k; equity grant fair value ~$25k) .
- Conflicts & Controls:
- Related‑party exposure: Company engaged Greenberg Traurig (Ivanhoe’s firm) for ~$15,000; the board maintains a written Related Party Transaction Policy with independent committee review/approval and arm’s‑length terms. This mitigates but does not eliminate perceived conflict risk; monitoring of future engagements is advisable .
- Investment Committee did not meet in 2024, which may limit formal oversight of deal flow; however, NCG oversight occurred (1 meeting; 2 consents) .
- RED FLAGS:
- Related‑party transaction with a director‑affiliated law firm (Greenberg Traurig). Mitigated by independent approval policy and small dollar amount, but remains a governance sensitivity for investors .
- Net View: Ivanhoe brings high‑caliber real estate legal expertise and governance leadership as NCG Chair. Independence status and solid shareholder support are positives; related‑party engagements warrant ongoing scrutiny to ensure robust independent review and limited frequency/size .