Richard J. Lampen
About Richard J. Lampen
Richard J. Lampen, 71, has served on Douglas Elliman Inc.’s Board since December 2021 (Class I director up for election in 2025 to serve through 2028). He retired as the Company’s Executive Vice President and Chief Operating Officer on December 13, 2024 and previously served on the Board of Managers of Douglas Elliman Realty, LLC (March 2023–December 2024). His background includes long-tenured leadership at Vector Group (EVP 1995–October 2024; director January 2021–October 2024), and CEO/director roles at Ladenburg Thalmann Financial Services and Castle Brands Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Douglas Elliman Inc. (DOUG) | Executive Vice President & Chief Operating Officer | Dec 2021 – Dec 13, 2024 | Senior operating leadership during and post spin-off from Vector Group |
| Douglas Elliman Realty, LLC (subsidiary) | Board of Managers member | Mar 2023 – Dec 2024 | Subsidiary oversight |
| Vector Group Ltd. (NYSE: VGR) | Executive Vice President; Director | EVP: 1995 – Oct 2024; Director: Jan 2021 – Oct 2024 | Corporate leadership; board service until VGR acquisition by JT Group |
| Ladenburg Thalmann Financial Services (NYSE American: LTS) | President & CEO; Director; Chairman | Sept 2006 – Feb 2020 (CEO/Director); Chairman Sept 2018 – Feb 2020 | Led company until acquisition by Advisor Group |
| Castle Brands Inc. (NYSE American: ROX) | President & CEO; Director | Oct 2008 – Oct 2019 | Led company until acquisition by Pernod Ricard |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| High Pines Investments LLC | Chairman | Current | Present principal occupation listed in proxy |
| Vector Group Ltd. (NYSE: VGR) | Director | Jan 2021 – Oct 2024 | Ended with VGR acquisition by JT Group |
| Prior public company boards | LTS; ROX | See above | Public company board experience |
Board Governance
- Classification and term: Class I director; standing for election at the 2025 annual meeting to serve until the 2028 annual meeting. Initially elected in connection with the December 2021 distribution from Vector Group.
- Independence: The Board’s list of NYSE-defined independent non-employee directors does not include Mr. Lampen; the independent directors named are Chene, Bartels, White, Zeitchick, and Vogel.
- Committee assignments: Current standing committee memberships and chairs exclude Mr. Lampen (Audit: Zeitchick chair; White, Bartels; Compensation & Human Capital: Zeitchick chair; Chene, White; Corporate Responsibility & Nominating: White chair; Chene, Zeitchick).
- Attendance and engagement: Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings. Independent directors held 11 executive sessions, chaired by Wilson White. Lead Independent Director appointed in Nov 2024 (Mark Zeitchick).
- Shareholder governance context: 2024 stockholders approved a non-binding advisory proposal to declassify the Board (votes cast, not majority of outstanding); Board opposed and retained classified structure.
Fixed Compensation
- Mr. Lampen’s NEO compensation (reflecting his executive role through Dec 13, 2024):
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 673,685 | — | 960,750 | — | 17,446 | 1,651,881 |
| 2023 | 682,500 | — | 1,617,500 | 674,760 | 26,299 | 3,001,059 |
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Employment terms: As of January 1, 2024, base salary set at $702,975, with target annual bonus opportunity equal to 112.5% of base salary; perquisites included first-class travel, reimbursement of automobile and club expenses, and corporate aircraft use under policy.
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Perquisites detail (2024): $17,446 for automobile and club reimbursements.
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Current Director Compensation Program (non-employee directors): Annual cash retainer $75,000; committee member retainer $5,000 (increasing to $10,000 for Audit and Compensation & Human Capital, $5,000 for Corporate Responsibility & Nominating from Jan 1, 2025); committee chair fees $10,000; periodic restricted stock grants (approximately $115,000 in 2024, increasing to $150,000 from Jan 1, 2025, excluding Lead Independent Director who has different compensation); Lead Independent Director cash retainer $450,000 effective Nov 26, 2024.
Performance Compensation
| Grant Date | Award Type | Shares (#) | Exercise Price ($) | Fair Value ($) | Vesting/Performance Terms |
|---|---|---|---|---|---|
| 2/29/2024 | Restricted Stock | 525,000 | — | 960,750 | Time-based; proxy footnote describes four equal annual installments for certain restricted shares; Company later cancelled 1,181,250 unvested shares at cessation of employment. |
| 2024 (vesting) | Stock vested | — | — | — | No Lampen shares vested in 2024 per “Stock Vested” table. |
- 2024 annual performance targets: No annual performance-based targets were set for 2024 (Company-wide); prior year (2023) reflected performance-based cash awards paid in 2024.
- Clawback and risk mitigation: Company maintains a NYSE-compliant executive clawback policy; prohibits hedging by executive officers and directors; does not permit option repricing without shareholder approval; uses independent compensation consultant (Pearl Meyer).
Other Directorships & Interlocks
| Company | Role/Interlock | Overlap/Transaction |
|---|---|---|
| Vector Group Ltd. | EVP and director at VGR while also EVP & COO at DOUG until late 2024; Board notes overlap among officers/directors (including Lampen and White) pre-October 2024. | Related-party arrangements with Vector Group: Transition Services ($4,083,625 in 2024), aircraft lease payments (~$1,830,000 in 2024; agreements terminated Oct 2024), and brokerage commissions on VGR-affiliated projects ($17,067,572 gross commissions in 2024). |
Expertise & Qualifications
- Led and governed multiple public companies (LTS, ROX), with extensive C-suite experience; long-standing strategic and operational experience from 1995–2024 at Vector Group.
- Current occupation: Chairman, High Pines Investments LLC.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Richard J. Lampen | 1,094,797 | 1.23% | Includes 3,243 shares held by spouse (disclaimed beneficial ownership). |
- Cancellations at separation: Company cancelled 1,181,250 unvested shares subject to vesting under the 2021 Plan upon Lampen’s cessation of employment.
- Policies: Equity Retention, Hedging and Pledging Policy and Stock Ownership Guidelines are maintained by the Company (directors prohibited from hedging; specifics available on IR website).
Governance Assessment
- Independence risk: Not identified as an NYSE “independent” director in the proxy’s independence determination, likely reflecting recent executive service through December 2024; this limits ability to serve on key committees under NYSE rules.
- Committee influence: Not a member of Audit, Compensation & Human Capital, or Corporate Responsibility & Nominating committees, reducing direct governance leverage on oversight levers (financial reporting, pay, nominations).
- Related-party exposure (RED FLAG): Significant 2024 transactions with Vector Group (services and aircraft leases) and continued overlap among DOUG and VGR officers/directors until late 2024; while terminated/ended, this history may influence perceived independence and investor confidence.
- Alignment signals: Large cancellation of unvested shares on departure removes potential overhang and indicates adherence to service-based vesting discipline; Lampen beneficially owns ~1.23% of DOUG, providing moderate alignment with shareholders.
- Board engagement: Strong overall Board engagement with 15 meetings and 11 independent executive sessions; however, structural tension remains given stockholder support for declassification and Board’s opposition.
RED FLAGS: Independence not affirmed; prior interlocks with Vector Group alongside material related-party transactions; absence from standing committees; aircraft lease usage with VGR until Oct 2024.