Daniel T. Noreck
About Daniel T. Noreck
Daniel T. Noreck, 53, has served as an independent director of CPTP since 2021 and is the Audit Committee Chair; he is designated by the Board as an “audit committee financial expert.” He is a certified public accountant (CPA) and chartered global management accountant (CGMA), and currently serves as Chief Financial Officer and Treasurer of InformaTechTarget, Inc. (since December 2016); prior roles include CFO/Treasurer of Providence and Worcester Railroad Company (2010–2016) and Senior Audit Manager at Lefkowitz, Garfinkel, Champi & DeRienzo, P.C. (2003–2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InformaTechTarget, Inc. | Chief Financial Officer & Treasurer | December 2016–present | Financial leadership background; Board recognizes Noreck as an audit committee financial expert |
| Providence and Worcester Railroad Company | Chief Financial Officer & Treasurer | September 2010–December 2016 | Financial leadership background supports Audit Committee chair role |
| Lefkowitz, Garfinkel, Champi & DeRienzo, P.C. | Senior Audit Manager | July 2003–September 2010 | Audit experience aligns with Board’s determination of financial literacy and expert status |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | The 2025 proxy does not list other public company directorships for Mr. Noreck |
Board Governance
- Committee assignments: Audit Committee (Chair) and Compensation Committee member; both committees comprise Messrs. Noreck and Triedman and operate under Board-approved charters .
- Independence: The Board determined all directors other than Robert H. Eder are independent under NASDAQ standards; CPTP uses NASDAQ independence standards for Audit Committee despite OTCQX listing .
- Financial expertise: Board determined Mr. Noreck qualifies as an SEC “audit committee financial expert,” with members satisfying NASDAQ financial literacy .
- Attendance/engagement: In FY2024, Board met 4 times, Audit Committee 5, Compensation Committee 1; all directors attended all Board and applicable committee meetings and the 2024 annual meeting .
- Risk oversight: Audit Committee oversees financial, operational, and cybersecurity risks, and regulatory/environmental/health/safety risks; Board regularly reviews overall risk .
- Nominating governance: No nominating committee due to controlling shareholder; Board sits as a committee of the whole for director nominations; no diversity policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (outside directors) | $18,500 | Payable quarterly |
| Board meeting fee | $1,000 per meeting | Max combined daily fees capped at $1,500 |
| Audit Committee meeting fee | $750 per meeting | — |
| Compensation Committee meeting fee | $500 per meeting | — |
| Director | Total Compensation (2024) | Fees Earned or Paid in Cash | Option Awards | All Other Compensation |
|---|---|---|---|---|
| Daniel T. Noreck | $26,000 | $26,000 | N/A | N/A |
- Director compensation is cash-based; no equity grants or meeting fees above cap disclosed .
Performance Compensation
| Performance-Based Element | Status | Metrics/Terms |
|---|---|---|
| Incentive-based director compensation | None disclosed | Company states it does not provide incentive-based compensation other than infrequent cash bonuses tied to extraordinary events; not applicable to standard director pay |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Not disclosed for Mr. Noreck in the proxy |
| Interlocks/overlaps with competitors, suppliers, customers | Not disclosed |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
Expertise & Qualifications
- CPA and CGMA credentials; extensive CFO and audit leadership experience .
- Designated “audit committee financial expert” by the Board; Audit Committee members meet NASDAQ financial literacy requirements .
- Experience includes oversight of internal controls, financial reporting, audit planning and evaluation, and cybersecurity within Audit Committee remit .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Daniel T. Noreck | 61 | Less than 1% |
- Insider Trading Policy prohibits short sales, derivatives, and hedging transactions in Company securities; policy applies to directors and related persons/entities .
- No disclosure of pledged shares, options, or director stock ownership guidelines for Mr. Noreck .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with SEC “financial expert” designation; full attendance across Board and committee meetings; Audit Committee oversight includes cybersecurity; robust insider trading policy prohibiting hedging/derivatives .
- Alignment considerations: Director compensation is entirely cash with no equity, and Mr. Noreck’s disclosed ownership is minimal (61 shares, <1%); this may signal limited direct equity alignment versus typical equity retainer structures at peers .
- Structural governance risk: No nominating committee due to controlling shareholder; Board lacks diversity policy and acts as a committee of the whole for nominations—heightened risk of limited independent influence on director selection and board refreshment .
- Conflicts oversight: Potential related-party transactions are reviewed by the Audit Committee per SEC guidance; no specific related-party transactions involving Mr. Noreck are disclosed .
RED FLAGS: Absence of a nominating committee and explicit diversity policy under a controlling shareholder structure may constrain independent oversight of board composition; limited director equity compensation and low beneficial ownership reduce pay-for-performance alignment signals .