Stephen J. Carlotti
About Stephen J. Carlotti
Stephen J. Carlotti serves as Secretary of Capital Properties, Inc. (CPTP), a role he has held since 1998. He is 82 years old and is also a partner at Hinckley, Allen & Snyder LLP, which provides legal services to the Company, indicating deep legal and governance expertise closely tied to CPTP’s operations . Officers serve until successors are elected; CPTP discloses no executive employment agreements, severance, or change‑of‑control (COC) arrangements, suggesting limited contractual protections for officers like the Secretary and modest retention costs . Company-level performance during 2022–2024 shows uneven TSR and net income, useful context for incentive alignment given CPTP’s largely fixed-pay structure .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial value | $93.60 | $104.24 | $89.12 |
| Net Income ($, millions) | $1.787 | $2.327 | $2.003 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital Properties, Inc. | Secretary | 1998–present | Corporate governance, legal oversight, executive administration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hinckley, Allen & Snyder LLP | Partner | Not disclosed | Firm provides legal services to CPTP; related‑party counsel relationship |
Fixed Compensation
- Not a named executive officer (NEO) in CPTP’s Summary Compensation Table; for 2024 the only executives over $100k were the CEO and the Treasurer, implying Carlotti’s total compensation was below that threshold and not individually reported . The same pattern appears in 2023 .
- Company compensation practices emphasize cost‑of‑living (COLA) adjustments (e.g., 3% in 2024 for CEO and Treasurer; previously 6% in 2023), with no standard incentive pay programs and only infrequent cash bonuses for extraordinary events; no disclosure of a base salary or bonus for the Secretary .
- SEP retirement plan contributions are fully vested when made; amounts are disclosed for NEOs only, not for the Secretary .
Performance Compensation
- CPTP does not pay incentive-based compensation and does not grant equity awards (options, RSUs, PSUs); therefore, there are no disclosed performance metrics, targets, weightings, or vesting schedules for officers, including the Secretary .
- “Compensation Actually Paid” equals “Summary Compensation Table Total” for NEOs because there are no equity/incentive adjustments; structure implies minimal pay-for-performance linkage companywide .
Equity Ownership & Alignment
- Beneficial ownership tables list directors and officers; the Secretary is not individually listed with share holdings in 2024–2025, while the “all directors and officers as a group” figure is dominated by the majority owner, indicating no material reported individual ownership for Carlotti (if any holdings exist, they are within the group total) .
- Insider Trading Policy prohibits short sales, derivatives, and hedging transactions; no specific disclosure of share pledging as collateral for any officer, including the Secretary .
- No stock ownership guidelines or compliance disclosures are provided for officers .
Employment Terms
- First elected Secretary in 1998; officers serve until successors are duly elected and qualified .
- No employment agreements, severance plans, or COC arrangements for any executive officers, implying no single- or double-trigger acceleration and minimal separation costs .
- Related-party relationship: Mr. Carlotti’s law firm (Hinckley, Allen & Snyder LLP) provides legal services to CPTP; related-party matters are reviewed by the Audit Committee .
- Non-compete, non-solicit, garden leave, consulting arrangements, deferred comp, pension/SERP benefits, and clawback policies are not disclosed for the Secretary .
- Say‑on‑Pay: In 2025 the Board sought an advisory vote on executive compensation and recommended a triennial frequency; in 2019, 83% supported triennial frequency, shaping the cadence of investor feedback on pay .
Compensation Committee Analysis
- Compensation Committee (independent directors Noreck and Triedman) oversees executive and director pay; policy emphasizes low-risk pay design with COLA adjustments and generally no bonuses or equity awards .
- The pay program’s minimal at‑risk component limits alignment to performance but also reduces risk-taking incentives and avoids vesting-driven selling pressure .
Investment Implications
- Alignment: Absence of equity awards, performance metrics, and ownership guidelines limits direct pay‑for‑performance alignment for the Secretary; however, minimal incentive pay curbs risk-taking and eliminates vesting overhang/selling pressure .
- Retention: No employment agreement or severance/COC protections suggest low separation costs but also limited contractual retention levers; at age 82, succession depth and knowledge transfer are pertinent considerations for the Secretary role .
- Governance/Related Party: As a partner at the company’s outside counsel, Carlotti’s dual role is a governance sensitivity; CPTP discloses Audit Committee oversight of related‑party matters and a Code of Ethics/insider policy, but investors should monitor for fee transparency and ongoing independence .
- Performance Backdrop: Company TSR and net income were choppy from 2022–2024; given the fixed-pay posture and lack of performance levers, improvements in TSR and profitability won’t mechanically translate into higher executive payouts, which may appeal to cost‑discipline investors but limits incentive alignment upside .