Steven G. Triedman
About Steven G. Triedman
Independent director since 2015; age 66 as of the 2025 proxy. President and Owner of Lawrence & Brooks, a graphic design, advertising, marketing and strategic communications firm; the Board cites his experience as a business owner and community contacts as core credentials. He serves as Chair of the Compensation Committee and is a member of the Audit Committee. The Board determined he is independent under NASDAQ listing standards (CPTP trades on OTCQX but applies NASDAQ independence standards) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lawrence & Brooks | President & Owner | Past five years (per proxy biography) | Business owner; valued for community contacts relevant to CPTP’s operations |
| Lawrence & Brooks, Incorporated and Corky’s Reflective Wear | President & Owner | Past five years (per 2023 proxy) | Small-business operating experience |
External Roles
| Company/Institution | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed in CPTP proxies |
Board Governance
- Board size: three directors; directors elected annually. Combined CEO/Chair leadership (Robert H. Eder), with two independent directors (Noreck and Triedman). No nominating committee due to controlling shareholder; Board acts as committee of the whole for nominations .
- Committees: Audit and Compensation; members are Noreck and Triedman. Noreck chairs Audit; Triedman chairs Compensation. Audit oversees financial controls and cybersecurity; Compensation sets executive and director pay .
- Independence and financial literacy: Triedman is independent; Audit members meet NASDAQ financial literacy criteria; Noreck is the Audit Committee financial expert .
- Attendance: 100% attendance at Board and committee meetings; all directors attended the annual shareholders meetings in each year shown .
| Governance Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Board meetings held | 4 | 4 | 4 |
| Audit Committee meetings | 4 | 5 | 5 |
| Compensation Committee meetings | 1 | 1 | 1 |
| Triedman attendance | 100% | 100% | 100% |
| Triedman independence | Independent | Independent | Independent |
| Committee roles | Comp Chair; Audit member | Comp Chair; Audit member | Comp Chair; Audit member |
Fixed Compensation
- Structure: Cash-only retainer plus per-meeting fees; no equity grants to directors. 2024 retainer $18,500; per meeting: Board $1,000; Audit $750; Compensation $500; maximum fees for same day $1,500. 2023 retainer $15,000 (raised to $18,000 in January 2024). 2022 retainer $15,000; same meeting fees .
| Component | FY2022 ($) | FY2023 ($) | FY2024 ($) |
|---|---|---|---|
| Annual retainer | 15,000 | 15,000 | 18,500 |
| Board meeting fee | 1,000 | 1,000 | 1,000 |
| Audit Committee meeting fee | 750 | 750 | 750 |
| Compensation Committee meeting fee | 500 | 500 | 500 |
| Max fees for same day | 1,500 | 1,500 | 1,500 |
| Director Cash Compensation | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Triedman – total cash fees | 22,500 | 22,500 | 26,000 |
| Option awards | N/A | N/A | N/A |
| All other compensation | N/A | N/A | N/A |
Performance Compensation
- The Company states it does not grant equity awards or pay incentive-based compensation (directors or executives), other than infrequent cash bonuses in extraordinary events; therefore, no performance metrics (e.g., TSR, EBITDA, ESG) are used in director pay .
| Metric Category | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Equity awards (RSUs/PSUs) | None; not granted | None; not granted | None; not granted |
| Options | None; not granted | None; not granted | None; not granted |
| Pay tied to performance metrics | Not used | Not used | Not used |
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No external public company boards or interlocks disclosed in CPTP proxies |
Expertise & Qualifications
- Background: Business owner; Board cites his experience and community connections as qualifications relevant to CPTP’s operations .
- Financial expertise designation: Not designated as audit committee financial expert; Noreck is the committee financial expert .
Equity Ownership
- Beneficial ownership: 200 shares; less than 1% of Class A common stock. No equity awards outstanding, no options disclosed for directors .
| Ownership Metric | As of Mar 3, 2023 | As of Mar 1, 2024 | As of Mar 7, 2025 |
|---|---|---|---|
| Shares owned (beneficial) | 200 | 200 | 200 |
| Percent of class | <1% | <1% | <1% |
| Hedging/pledging policy | No written hedging policy; none engaged | Hedging, shorts, derivatives prohibited by Insider Trading Policy | Hedging, shorts, derivatives prohibited by Insider Trading Policy |
Governance Assessment
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Strengths
- Independent director; chairs Compensation Committee and serves on Audit; 100% meeting attendance, indicating engagement .
- Audit Committee oversight includes cybersecurity; Board and Audit meet regularly; independence and financial literacy affirmed .
- Insider Trading Policy prohibits hedging and derivative transactions (2024–2025), aligning with investor-preferred practices .
-
Concerns and RED FLAGS
- Controlling shareholder (Eder 52.3% of shares) and combined CEO/Chair structure reduce independent oversight; no nominating committee due to control—potential governance risk for minority shareholders .
- Director pay is cash-only with no equity grants, limiting ownership-based alignment; Triedman holds 200 shares (<1%)—very low “skin-in-the-game” .
- Very small board (three directors) concentrates governance responsibilities; reliance on two independent directors may limit committee diversity .
-
Additional context
- Say-on-Pay frequency: Board supports triennial say-on-pay; shareholders previously favored triennial (83% in 2019) .
- No related-party transactions involving Triedman disclosed; Audit Committee reviews potential conflicts per policy .
Overall, Steven G. Triedman appears to be an engaged, independent director with consistent attendance and committee leadership. However, alignment is constrained by cash-only director compensation and very modest share ownership, while broader board-level structural risks (controlling shareholder, combined CEO/Chair, no nominating committee) remain salient for investor confidence .