Sam Levinson
About Sam Levinson
Sam Levinson (age 51) is Co‑Chairman of the Board of Clipper Realty Inc. and Chairman of the Investment Committee; he has served as a director since 2015 . Levinson is a principal and managing partner at Glick Family Investments and is the Founder, President, and controlling shareholder of Trapeze Inc., a diversified real estate investment company formed in 2001; he resides in Monsey, NY with his family . He is not independent under NYSE standards; the Board identifies four independent directors (Lorber, Burger, Ivanhoe, Spolan) and notes there is no lead independent director, with independent sessions presided by Lorber .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canary Wharf Group | Director; Operating Committee member; Chairman of Audit Committee | 2004–2015 | Chaired Audit Committee and served on Operating Committee |
| Songbird Estates (Canary Wharf holding co.) | Non‑Executive Director | Apr 2004–Feb 2015 | Board service for holding company |
| Stonegate Mortgage Corporation (NYSE: SGM) | Director; Chairman of Compensation Committee | Appointed 2013 | Chaired Compensation Committee |
| West Coast Bancorp | Director | Feb 2011–Apr 2013 | Board service until sale of the company |
| Coleman Cable Inc. | Director | 2005–2013 | Board service at U.S. wire/cable manufacturer |
| American European Group Insurance Company | Director | Since 2006 | Board and Audit Committee member |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Five Point Holdings (NYSE: FPH) | Director | Oct 2024 | Large CA land developer |
| AU10TIX Technologies B.V. | Director | Jun 2021 | Identity tech firm |
| Dynasty Financial Partners, LLC | Director | Since 2011 | Platforms for wealth advisors |
| Glick Family Investments | Principal & Managing Partner | — | Private family office (NY) |
| Trapeze Inc. | Founder, President, Controlling Shareholder | Since 2001 | Diversified real estate investment company |
Board Governance
- Structure: Board co‑chaired by CEO David Bistricer and Sam Levinson; Board believes this concentrates knowledge and enables decisive leadership and communication .
- Independence: 57% of directors (4 of 7) are independent; independents are Lorber, Burger, Ivanhoe, Spolan. Levinson is not independent. No lead independent director; Lorber presides over executive sessions .
- Attendance: Board held five meetings in 2024; each incumbent director attended ≥75% of Board and committee meetings. Annual meeting attendance in 2024 included one director in person and three telephonically .
- Committees:
- Audit Committee (Lorber Chair; members Burger, Spolan; all “financial experts” under SEC rules) .
- Compensation Committee (Lorber Chair; members Burger, Spolan; independent) .
- Nominating & Corporate Governance (Ivanhoe Chair; members Lorber, Spolan; independent) .
- Investment Committee (Levinson Chair; members Bistricer, Ivanhoe, Verrone) did not meet in 2024 .
- Insider Trading Policy: Prohibits trading on MNPI and during blackout periods; requires pre‑clearance; permits Rule 10b5‑1 plans .
Fixed Compensation
| Component (2024) | Amount | Form | Vesting |
|---|---|---|---|
| Annual Director Fees (retainer/roles) | $199,707 | 43,839 LTIP units (in lieu of cash, at Levinson’s election) | 10,960 LTIPs vested each Mar 31, Jun 30, Sep 30, Dec 31, 2024 |
| Additional Director Equity | $25,290 | 5,300 LTIP units | 1,325 LTIPs vested each Mar 31, Jun 30, Sep 30, Dec 31, 2024 |
| Fees Earned or Paid in Cash | $0 | — | — |
| Board/Committee Fee Schedule (program) | Base retainer $75,000; Committee chair fee $10,000; Non‑executive Co‑Chairman fee $50,000 | Paid in cash unless elected as LTIP units (Levinson elected LTIPs) | Per director plan |
Note: 2024 total director compensation line item for Levinson appears inconsistent with component sums in the proxy table; components above are drawn directly from footnotes and schedules .
Performance Compensation
| Award | Grant Date | Units | Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|
| Long‑Term Equity Award | Mar 12, 2024 | 109,184 LTIP units | $535,000 | Vests Jan 1, 2027 (service‑based) |
| Special Long‑Term Equity Award (Flatbush Gardens Article 11 execution) | Dec 12, 2024 | 360,987 LTIP units | $1,610,000 | Vests ratably Dec 12, 2025–Dec 12, 2033 (service‑based) |
| Director Fee LTIP Grant | 2024 | 43,839 LTIP units | $199,707 | Quarterly tranches in 2024 |
| Additional Director LTIP Grant | 2024 | 5,300 LTIP units | $25,290 | Quarterly tranches in 2024 |
- Change‑in‑Control treatment (Director Plan): All outstanding director awards become fully vested and, as applicable, exercisable upon a change in control; Committee may assume/substitute awards, accelerate exercisability pre‑closing, or settle for cash/securities .
- Clawback/Recapture: The 2025 Omnibus Incentive Plan includes a clawback/recapture policy (Article III, Section 3.13) applicable to awards; tax and Section 409A provisions also govern award treatment .
- Director Plan Participation Limits: Aggregate awards to any single non‑employee director during a fiscal year capped at 700,000 shares (adjustable), with 3,000,000 shares reserved under the 2025 Director Plan .
Performance Criteria Embedded in Plans (illustrative metrics used to set vesting/performance goals)
| Category | Examples of Metrics |
|---|---|
| Profitability & Earnings | EPS, net income (before/after taxes), operating profit, EBITDA |
| Returns & Value | ROE/ROA/ROIC, total shareholder return, enterprise value creation |
| Cash & Efficiency | Cash flow, margins, expense targets, cost reductions, working capital |
| Growth & Scale | Asset growth, revenue/net sales growth, market share |
| Balance Sheet & Leverage | Debt‑to‑equity, leverage ratios, debt reductions |
| Stock Performance | Share price/FMV changes, TSR levels |
| Milestones | Funds from operations; completion of specified Company milestones |
Other Directorships & Interlocks
| Company/Entity | Relationship to CLPR | Potential Interlock/Transaction | Notes |
|---|---|---|---|
| Trapeze Inc.; Trapeze D Holdings LLC; ECL Holdings LLC | Controlled by Levinson; major CLPR holders | Ownership interests that vote with common; special voting stock structure | Levinson controls these entities; see ownership breakdown |
| Clipper Equity (affiliate led by CEO) | Shared office space; officers/directors have property interests | Overhead paid by CLPR ($308,000 in 2024); Levinson has ownership interests in properties controlled by Clipper Equity | Approved under Related Party Transaction Policy |
| Investment Committee (CLPR) | Chairman (Levinson) | Committee reviews director/officer‑presented investment opportunities per Investment Policy | IC did not meet in 2024 |
| Five Point Holdings (FPH) | External board | None disclosed with CLPR | Levinson joined Oct 2024 |
Expertise & Qualifications
- Extensive global real estate and investment management background; founding and control of Trapeze Inc.; principal/managing partner at Glick Family Investments .
- Prior chair roles on Audit (Canary Wharf Group) and Compensation (Stonegate Mortgage), indicating committee leadership experience and financial literacy .
- Longstanding board service across real estate, financial services, and technology (Dynasty Financial Partners; AU10TIX; AEG Insurance) .
Equity Ownership
| Holding Type | Amount | Percent | Details |
|---|---|---|---|
| Common Stock (beneficial) | 2,182,113 | 12.0% | Includes shares held via Trapeze entities and 16,000 via spouse’s profit sharing plan |
| Special Voting Stock | 7,296,278 | 27.7% | Paired with exchangeable LLC units; votes with common |
| Vested LTIP Units (convertible 1:1 to common) | 556,196 | — | Vested as of Apr 30, 2025 |
| Aggregate Voting Securities | 9,478,371 | 21.3% | Combined voting power as defined; addresses listed in proxy |
| Unvested LTIP Units (as of Dec 31, 2024) | 840,367 | — | Subject to service‑based vesting per awards |
Governance Assessment
- Independence & Control: Levinson is not independent yet serves as Co‑Chairman, chairs a key committee, and beneficially controls ~21.3% of voting power—this concentration may reduce board independence and amplify influence over strategic decisions. RED FLAG .
- Committee Effectiveness: The Investment Committee, chaired by Levinson, did not meet in 2024, raising questions about oversight of capital allocation and director/officer‑sourced opportunities. RED FLAG .
- Related‑Party Exposure: Levinson has ownership interests in properties controlled by Clipper Equity; CLPR pays shared office overhead to Clipper Equity. While covered by the Related Party Transaction Policy, these ties create potential conflicts of interest that require strong independent oversight and rigorous enforcement of the Investment Policy. RED FLAG .
- Board Structure: No lead independent director; co‑chair arrangement with CEO and Levinson may hinder independent challenge, though independent sessions are presided by Lorber and the three principal committees are fully independent .
- Pay & Alignment: Levinson elects to receive director fees in LTIP units and holds significant LTIP awards with multi‑year vesting, aligning with equity holders; however, generous special equity awards and change‑in‑control full‑vesting could weaken pay‑for‑performance if performance hurdles are not robustly applied .
Overall implication: Investors should monitor the functioning of the Investment Committee, enforcement of the Investment Policy and related‑party procedures, and ensure independent directors provide effective counterbalance to Levinson’s dual governance role and substantial ownership stake .