Mark D. Zeitchick
About Mark D. Zeitchick
Independent director since December 2021; appointed Lead Independent Director in November 2024. Age 60; principal occupation listed as Private Investor. Career includes 27 years at Ladenburg Thalmann Financial Services (LTS) as Executive Vice President (2006–Feb 2020) and director (1999–Feb 2020), and service on Castle Brands Inc.’s board (Mar 2014–Oct 2019). Designated by the board as an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ladenburg Thalmann Financial Services (NYSE American: LTS) | Executive Vice President; Director | EVP: 2006–Feb 2020; Director: 1999–Feb 2020 | Senior finance/operator background; public board experience |
| Castle Brands Inc. (NYSE American: ROX) | Director | Mar 2014–Oct 2019 | Consumer/spirits sector oversight; public board experience |
External Roles
- No current public company directorships disclosed beyond Douglas Elliman Inc.
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Board independence | Board deemed Zeitchick independent (NYSE standards) | |
| Lead Independent Director | Appointed Lead Independent Director (LID) in Nov 2024 | |
| Committee chairs (2025) | Audit (Chair); Compensation & Human Capital (Chair) | |
| Other committee (2025) | Corporate Responsibility & Nominating (Member) | |
| Stock grant subcommittee | Compensation stock grant subcommittee “presently consists of Mr. Zeitchick” | |
| Audit expertise | Board determined Zeitchick is an “audit committee financial expert” | |
| Meeting cadence (2024) | Board met 15×; each director ≥75% attendance; 11 executive sessions (CR&N chair presided) |
Governance context and signals:
- The board opposed a 2024 shareholder proposal to declassify; nevertheless a majority of votes cast supported declassification, indicating investor appetite for annual elections.
- Compensation oversight utilizes independent consultant Pearl Meyer; independence assessed with no conflicts.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) | 280,770 | Includes LID partial-year stipend; specific note that Zeitchick received $42,800 upon LID appointment |
| Stock Awards (Grant-date fair value) | 114,592 | Restricted stock grants under 2021 Plan |
| All Other Compensation | 774 | Life insurance premiums |
| Total | 396,136 | Sum of components |
Director fee program parameters:
- LID annual cash retainer $450,000 (effective Nov 26, 2024).
- Other non-employee directors cash retainer $75,000.
- Committee membership fees: $5,000 in 2024; effective Jan 1, 2025, $10,000 (Audit, Compensation) and $5,000 (CR&N).
- Committee chair fee $10,000 per committee.
- Equity grants approximated $115,000 in 2024; increased to $150,000 per director (except LID) effective Jan 1, 2025.
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-date Fair Value ($) | Vesting/Status |
|---|---|---|---|---|
| Restricted Stock (Director) | May 6, 2024 | 81,560 | 114,592 | Unvested as of Dec 31, 2024; time-based vesting (director awards) |
| Restricted Stock (Director) | Mar 14, 2023 | 31,500 (post-5% stock dividend) | 97,050 | 15,750 unvested at Dec 31, 2023 |
Equity policies:
- Equity Retention, Hedging and Pledging Policy; prohibits hedging by directors; governance documents accessible via IR site.
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Notes |
|---|---|---|---|
| Ladenburg Thalmann Financial Services (LTS) | Director; EVP | Director: 1999–Feb 2020; EVP: 2006–Feb 2020 | Other DOUG directors also served at/with LTS: Liebowitz (board 2019–Feb 2020); Lampen (President/CEO; Chairman 2018–Feb 2020) |
| Castle Brands Inc. | Director | Mar 2014–Oct 2019 | Prior consumer company directorship |
Vector Group relationships (context): Several DOUG directors/officers had overlapping service with Vector Group through 2024; multiple related-party arrangements existed (e.g., aircraft leases, transition services), but no specific related-party transactions disclosed for Zeitchick.
Expertise & Qualifications
- Financial services operator and public company director with 27-year tenure at LTS; service on Castle Brands board.
- Audit committee financial expert designation by the board.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RS Included |
|---|---|---|---|
| Mark D. Zeitchick | 297,310 | <1% | 81,560 subject to vesting restrictions |
Ownership alignment policies:
- Non-employee directors must hold shares equal to 2.0× annual retainer; as of Dec 31, 2023 all covered individuals were following guidelines.
Governance Assessment
-
Strengths
- Lead Independent Director with dual chair roles (Audit; Compensation & Human Capital), enhancing independent oversight of financial reporting and pay practices; designated audit financial expert.
- Active committee work and documented board engagement (15 meetings; consistent attendance); executive sessions held regularly.
- Compensation governance utilizes independent consultant (Pearl Meyer) with assessed independence; clawback policy in place; hedging prohibited.
- Stock grant subcommittee centralizes equity award administration under an independent director (Zeitchick).
-
Watch items / potential investor concerns
- Board stance opposing declassification despite a majority of votes cast supporting the shareholder proposal in 2024 may be viewed as entrenching; continued monitoring of responsiveness recommended.
- Historical interlocks with LTS among multiple current/former DOUG directors could create perceived network influence; however, the board currently classifies Zeitchick as independent under NYSE rules.
- Concentration of equity award authority in a single-director subcommittee (Zeitchick) is efficient but warrants transparency around processes to mitigate perceived conflicts.
-
Pay and shareholder sentiment context
- Prior say-on-pay approval was ~72% in 2023, acceptable but below typical large-cap averages, suggesting room for continued engagement and alignment improvements (comp committee oversight relevant to Zeitchick’s role).
-
Related-party transactions
- No Zeitchick-specific related-party transactions disclosed; broader company agreements with Vector Group and Kennedy Lewis disclosed and overseen by the audit committee’s related-party policy.
Overall, Zeitchick’s profile supports board effectiveness via independent leadership (LID), technical audit expertise, and compensation governance, with investor-focused policies (clawback, hedging bans). Monitor board responsiveness to shareholder governance preferences (declassification) and maintain rigor around equity award processes to sustain investor confidence.