Robert H. Eder
About Robert H. Eder
Robert H. Eder is Chairman, Chief Executive Officer, and President of Capital Properties, Inc. (“CPTP”). He has served as director since 1995 and as CEO since 1995; he was President from 2008 to April 2017 and again from October 2018 to present, and is age 92, underscoring deep company continuity and founder-level domain knowledge dating back to 1966 when he became actively involved with the company and its predecessors . CPTP’s pay-versus-performance disclosure shows total shareholder return (TSR) on a fixed $100 investment of $93.60 (2022), $104.24 (2023), and $89.12 (2024), with net income of $1,787,000, $2,327,000, and $2,003,000 respectively, reflecting stable profitability in a ground-lease model but a softer 2024 TSR and net income as discontinued operations charges weighed on results . Leasing revenue rose $101,000 year over year in 2024 on net rent increases and other revenue, while net income decreased to $2,003,000 due to discontinued operations and litigation costs tied to the former terminal sale .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital Properties, Inc. | Chairman & CEO | 1995–present | Founder-led strategic control; majority shareholder oversight and ground-lease monetization . |
| Capital Properties, Inc. | President | 2008–Apr 2017; Oct 2018–present | Direct operational leadership through development cycles and lease management . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Providence and Worcester Railroad Company | Chairman | 1988–Nov 2016 | Rail network relationships and easements underpin billboard lease portfolio; local stakeholder influence . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 308,712 | 327,240 | 337,056 |
| Severance/Bonus ($) | — | — | — |
| Medical Reimbursement Plan ($) | N/A | N/A | 113,591 |
| SEP/All Other Compensation ($) | 22,875 | 24,543 | 25,279 |
| Total Compensation ($) | 331,587 | 351,783 | 475,927 |
| Notes | Cost-of-living adjustments drove salary changes (6% in 2023; 3% in 2024) . | Company provides SEP contributions, fully vested when made . | Medical reimbursement plan cap $150,000; excludes health insurance premiums . |
Performance Compensation
- The company does not pay incentive-based compensation and does not grant equity awards (options, RSUs, PSUs); therefore, compensation actually paid equals the Summary Compensation Table totals and there are no defined performance metrics, targets, payouts, or vesting schedules .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None (no variable incentive plan) | N/A | N/A | N/A | N/A | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,453,420 shares via Eder 2022 Community Property Trust . |
| Ownership % of Outstanding | 52.3% (6,599,912 shares outstanding) as of March 7, 2025 . |
| Form of Ownership | Trust (Eder 2022 Community Property Trust) . |
| Options/RSUs/PSUs | None granted; company does not grant equity awards . |
| Hedging/Puts/Calls/Derivatives | Prohibited under Insider Trading Policy, including hedging transactions (e.g., swaps, collars) . |
| Pledging Disclosure | Not disclosed. |
| Ownership Guidelines | Not disclosed. |
Employment Terms
| Term | Status |
|---|---|
| Employment Agreement | None; company has no employment agreements with executive officers . |
| Severance | None; no severance arrangements . |
| Change-of-Control | None; no change-of-control arrangements . |
| Clawback | Not disclosed. |
| Non-Compete/Non-Solicit | Not disclosed. |
| Compensation Setting | Cost-of-living adjustments approved periodically; no incentive-based pay except infrequent cash bonuses tied to extraordinary events . |
| Benefits | Medical Reimbursement Plan (cap $150,000) and SEP contributions, both disclosed in compensation tables . |
Board Governance
- Board leadership: Eder is both Chairman and CEO/President (combined role). The board believes combined roles aid strategy execution and information flow; independent directors bring external oversight . Dual-role implications include potential reduced independent oversight; the board cites balance via independent directors .
- Committees: Only Audit and Compensation Committees, both comprised of independent directors (Noreck and Triedman). Noreck chairs Audit (financial expert), Triedman chairs Compensation .
- Nominating Function: No nominating committee due to controlling shareholder; board sits as committee of the whole for nominations; no diversity policy .
- Attendance: FY2024 board met 4 times; Audit 5; Compensation 1; all directors attended all meetings .
- Independence: All directors except Eder are independent under NASDAQ standards (stock trades OTCQX; NASDAQ independence criteria used) .
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Audit | Daniel T. Noreck; Steven G. Triedman | Noreck | Both independent; Noreck is “financial expert” . |
| Compensation | Daniel T. Noreck; Steven G. Triedman | Triedman | Both independent . |
| Nominating | Not maintained (board acts as a whole due to controlling shareholder) . | — | — |
Director Compensation
| Year | Eder (Employee Director) | Outside Directors Retainer (Annual, Cash) | Meeting Fees | Total Outside Director Pay Examples |
|---|---|---|---|---|
| 2024 | — (no director fees) | $18,500 annual retainer | Board $1,000; Audit $750; Comp $500; same-day cap $1,500 | Noreck $26,000; Triedman $26,000 |
| 2023 | — (no director fees) | $15,000 (raised to $18,000 in Jan) | Board $1,000; Audit $750; Comp $500 | Noreck $22,500; Triedman $22,500 |
Say-on-Pay & Shareholder Feedback
- 2025 Meeting: Non-binding say-on-pay vote proposed; board recommends approval, citing low-risk compensation structure with cost-of-living-based increases and rare bonuses .
- Frequency: Board recommends triennial say-on-pay; in 2019, 83% of voting shareholders favored triennial frequency; this preference is being re-solicited as required every six years .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of $100 investment) | $93.60 | $104.24 | $89.12 |
| Net Income ($) | 1,787,000 | 2,327,000 | 2,003,000 |
| Leasing Revenue ($) | N/A | 5,525,000 | 5,626,000 |
- Operating model: Single-segment ground and billboard leasing; eight long-term land leases with periodic rent adjustments; billboard lease with base escalators and percentage rent .
- 2024 drivers: Rent increases and other revenue lifted leasing revenue by $101,000; net income declined on discontinued operations, legal expense, and prejudgment interest related to the Sprague breasting dolphin dispute, which was adjudicated at $173,000 including interest and paid in January 2025 .
- Capital returns: Quarterly dividend of $0.07 per share through 2024; total 2024 dividends $1,848,000; subsequent 2025 quarterly dividend declared January 29, 2025 .
Related Party Transactions and Policies
- Insider Trading Policy: Prohibits short sales, derivative transactions (puts, calls), and hedging instruments that offset declines in company stock value, applying broadly to directors, employees, consultants, and certain family members/entities .
- Related Party Reviews: Potential conflicts and related party transactions are referred to the Audit Committee for review under SEC rules .
Capital Markets & Disclosure Update
- Form 15: CPTP filed Form 15 to deregister and suspend periodic SEC reporting obligations on February 11, 2025; intends to continue OTCQX disclosure compliance including quarterly and annual documents, impacting disclosure cadence and potentially liquidity .
Compensation Structure Analysis
- Mix and risk: Compensation is largely fixed cash (salary, medical reimbursement, SEP); minimal at-risk pay, no equity grants, no options; no severance or change-of-control arrangements—reduces misalignment risk but limits performance leverage and equity-based retention mechanisms .
- Y/Y change: 2024 total compensation rose primarily due to Medical Reimbursement Plan utilization; salary increased by 3% per CPI; no variable payouts .
- Peer group/consultants: Historic study (2010) used to set salary levels; no ongoing consultant-led incentive design disclosed .
Equity Ownership & Skin-in-the-Game
- Alignment: Eder’s 52.3% beneficial stake implies very high alignment with shareholder outcomes and strong control rights .
- Selling pressure/vesting: No outstanding RSUs/PSUs/options; no vesting events; insider policy restricts hedging, reducing sell pressure signals tied to derivatives .
- Pledging: No disclosure regarding pledging; cannot confirm absence.
Risk Indicators & Red Flags
- Governance concentration: Combined CEO/Chair role and absence of a nominating committee due to controlling shareholder may raise independence/entrenchment concerns; board cites mitigations via independent directors and committee chairs .
- Disclosure risk: Deregistration via Form 15 reduces SEC reporting frequency, potentially affecting transparency and market liquidity .
- Legal/legacy matters: Terminal sale-related litigation concluded with payment; ongoing environmental remediation accrual reflects legacy obligations; not directly tied to executive compensation but relevant to execution risk .
- Compensation design: No clawback disclosed; lack of performance-based pay reduces pay-for-performance controversy but also diminishes incentive alignment to operating KPIs .
Employment Terms
| Provision | Details |
|---|---|
| Severance | None; no severance arrangements with executive officers . |
| Change-of-Control | None; no CoC economics disclosed for executives . |
| Employment Agreements | None . |
| Clawbacks | Not disclosed. |
| Ownership Guidelines | Not disclosed. |
| Benefits | Medical Reimbursement Plan (cap $150,000); SEP contributions fully vested when made . |
Investment Implications
- Strong alignment, low selling pressure: Eder’s 52.3% ownership and absence of equity award vesting reduce near-term insider selling pressure and align incentives to long-term asset monetization under the ground-lease model .
- Governance overhang: Combined CEO/Chair and lack of nominating committee under a controlling shareholder structure warrant an independence discount; however, independent Audit and Compensation committees are active and chaired by independent directors .
- Disclosure/liquidity: Form 15 deregistration likely lowers reporting frequency; while OTCQX disclosures continue, investors should anticipate reduced SEC filings and potentially wider spreads/lower volume—adjust position sizing and diligence accordingly .
- Performance context: 2024 leasing revenue increased modestly; TSR and net income softened due to discontinued operations and litigation costs. With fixed-pay structure and no equity incentives, compensation is not a forward signal for operating momentum; focus on lease escalators, tenant mix, and environmental liability resolution timelines .