Roberto Verrone
About Roberto A. Verrone
Roberto A. Verrone is a founder and principal owner of Iron Hound Management Company (commercial real estate advisory and capital placement). He previously served at Bear Stearns (Commercial Real Estate Group), joined Wachovia in 2001, became manager of Wachovia’s Large Loan Group in 2002, and was Co‑Head of Wachovia’s Real Estate Group overseeing ~600 employees and a debt portfolio >$80 billion; he holds a B.A. from Moravian College. He has been a director of Clipper Realty since 2015 and was 56 years old per the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear Stearns | Commercial Real Estate Group | 1990–2001 | Real estate finance experience |
| Wachovia Corporation | Manager, Large Loan Group (from 2002); Co‑Head, Real Estate Group | 2001–2009 | Managed ~600 employees; oversaw >$80B real estate debt portfolio |
| Iron Hound Management Company | Founder & Principal Owner | 2009–present | CRE advisory and capital placement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iron Hound Management Company | Founder & Principal Owner | 2009–present | Private firm; see related‑party disclosure below |
| Other public company directorships | — | — | None disclosed in the proxy |
Board Governance
- Independence: The Board determined four of seven directors are independent (Lorber, Burger, Ivanhoe, Spolan); Mr. Verrone is not listed among independent directors.
- Committee assignments: Member, Investment Committee (Chair: Sam Levinson; other members: David Bistricer, Robert J. Ivanhoe). The Investment Committee did not meet during 2024.
- Meeting attendance: The Board held five meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which he served.
- Executive sessions and leadership: Non‑management directors meet in executive session at each regular meeting; there is no lead independent director (Howard M. Lorber presides over executive sessions).
RED FLAG – Related party transaction: On Oct. 10, 2024, CLPR guaranteed an agreement with Iron Hound Management Company LLC (principal is director Roberto Verrone) to provide consulting services related to the 250 Livingston Street loan; initial fee $125,000 with additional fees upon loan modifications. Approved by an independent committee of the Board.
Fixed Compensation (Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | Base retainer per director compensation program |
| Stock Awards (LTIP Units) | $25,290 | 5,300 LTIP units granted in 2024 |
| All Other Compensation | $5,343 | Quarterly cash distributions on outstanding LTIP units |
| Total | $105,633 | — |
Program structure highlights:
- Standard non‑employee director program adopted Aug 2015: $75,000 base cash retainer; additional $10,000 for committee chairs; $50,000 for non‑executive Co‑Chairman; equity grants as determined (Mr. Levinson’s director fees are paid in LTIP units at his election).
Performance Compensation (Director Equity Awards and Policies)
| Year | Award Type | Units / Fair Value | Vesting | Unvested at 12/31/24 |
|---|---|---|---|---|
| 2024 | LTIP Units | 5,300 units; $25,290 grant‑date fair value | 1,325 units vested on each of Mar 31, Jun 30, Sep 30, Dec 31, 2024 | None (no unvested LTIP units held) |
Policy features affecting director awards:
- Clawback/recapture: Awards are subject to any Company clawback/recapture policy adopted from time to time.
- No hedging/pledging of awards: Awards may not be sold, transferred, assigned, pledged, hypothecated, or hedged; any hedged award is forfeited.
- Change‑in‑control (Non‑Employee Director Plan): Unless the Compensation Committee determines otherwise, all outstanding awards become fully vested and, as applicable, exercisable upon a change in control (Committee may also assume, substitute, accelerate, or settle awards).
Note: No performance metrics are disclosed for director equity; the 2024 director LTIP units vest on a time‑based schedule.
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| None disclosed | — | — |
| Disclosed interlock/conflict: Iron Hound Management Company (principal owner: Mr. Verrone) engaged for consulting on a Company property loan, as noted above. |
Expertise & Qualifications
- 25+ years in commercial real estate lending and capital markets; managed Wachovia’s real estate platform and ~$80B debt portfolio.
- Founder/operator perspective from Iron Hound (advisory/capital placement).
- B.A., Moravian College.
- Board role focuses on investment assessment via the Investment Committee.
Equity Ownership
| Security | Amount | % of Class | As‑of Date | Notes |
|---|---|---|---|---|
| Common Stock Beneficially Owned | 24,139 | <1% (“*” in proxy) | Apr 30, 2025 | As listed in principal stockholders table |
| Special Voting Stock | 0 | — | Apr 30, 2025 | — |
| Aggregate Voting Securities | 24,139 | — | Apr 30, 2025 | — |
| LTIP Units (Operating Partnership) | 5,300 | — | Dec 31, 2024 | No unvested LTIP units as of year‑end 2024 |
Additional alignment/governance policies:
- Insider Trading Policy: prohibits trading when in possession of MNPI, requires pre‑clearance for directors, and permits Rule 10b5‑1 plans; policy filed as exhibit to 2024 10‑K.
- Hedging/pledging: Awards cannot be hedged or pledged; no separate disclosure of pledging restrictions on common stock for directors in the proxy.
Governance Assessment
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Strengths
- Deep CRE debt and restructuring expertise directly relevant to CLPR’s NYC multifamily/commercial portfolio; prior leadership of a large bank real estate platform is additive to capital markets decisions.
- Ownership alignment through common shares and LTIP units; director equity grants standardize participation (5,300 LTIP units in 2024).
- Board processes include executive sessions and majority independent committees for Audit/Comp/NomGov.
- Formal clawback applicability to awards and ban on hedging/pledging of awards reduce misalignment risks.
-
Risks/Red Flags
- Independence: Mr. Verrone is not classified as independent, limiting eligibility for key oversight committees (Audit/Comp/NomGov).
- Related‑party exposure: Iron Hound consulting engagement (initial $125,000; potential additional fees) on a Company property loan—approved by an independent committee, but presents perceived conflict given his board role and firm ownership.
- Committee activity: Investment Committee (where Mr. Verrone serves) did not meet in 2024, reducing observable committee‑level engagement/effectiveness.
- Board structure: No lead independent director, with executive chairs, can concentrate agenda control; independent director presides over executive sessions.
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Monitoring signals for investors
- Track any additional or amended engagements with Iron Hound (scope, fees, approval process) and ensure consistent independent committee oversight.
- Watch for changes in director compensation mix (e.g., higher guaranteed cash vs equity) and any acceleration/changes to equity vesting conditions.
- Observe future Investment Committee activity to assess oversight of acquisitions/dispositions and application of Mr. Verrone’s expertise.