Scott D. Vogel
About Scott D. Vogel
Independent director (now former) with 25 years in distressed investing and corporate transformations; appointed to the Douglas Elliman Inc. Board on November 26, 2024 and resigned effective November 3, 2025. Age 49; Managing Member at Vogel Partners LLC; MBA from Wharton and BSBA from Washington University’s Olin Business School. The Board determined he met NYSE/SEC independence standards; no Item 404 related-party interests disclosed at appointment. Tenure was ~11 months; independence affirmed in both the proxy and appointment 8-K.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vogel Partners LLC | Managing Member | Not disclosed | Advisory firm specializing in independent board services, strategic/capital planning, corporate transformations across industries; focus on governance, incentive alignment, finance and M&A. |
| Davidson Kempner Capital Management | Managing Director, Distressed Debt Investing | 2002–July 2016 | Led investments in complex restructurings and liquidations; creditors’ committees leadership. |
| MFP Investors | Investment professional (special situations/turnaround) | Not disclosed | Special situations for Michael F. Price’s firm. |
| Chase Securities | Investment banking | Not disclosed | Corporate finance experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arch Coal, Inc. | Director (prior) | Not disclosed | Public company board experience. |
| Alpha Metallurgical Resources | Director (prior) | Not disclosed | Public company board experience. |
| Avaya Holdings Corporation | Director (prior) | Not disclosed | Public company board experience. |
| Faraday Future Intelligent Electric Inc. | Director (prior) | Not disclosed | Public company board experience. |
| Key Energy Services | Director (prior) | Not disclosed | Public company board experience. |
| CBL & Associates Properties Inc. | Director (prior) | Not disclosed | Public company board experience. |
| Seadrill Limited | Director (prior) | Not disclosed | Public company board experience. |
| American Addiction Centers | Director (prior) | Not disclosed | Public company board experience. |
| Olin Alumni Board (Washington University) | Member | Not disclosed | Non-profit/academic role. |
| Grameen America | Advisory Board Member | Not disclosed | Non-profit role. |
Board Governance
- Independence: Board determined Vogel has no material relationship and meets NYSE independence standards; appointment 8-K reconfirmed independence and no Item 404 transactions.
- Committee assignments: 2024 committee rosters listed Audit (Zeitchick–chair, White, Bartels), Compensation & Human Capital (Zeitchick–chair, Chene, White), Corporate Responsibility & Nominating (White–chair, Chene, Zeitchick); no committee assignment for Vogel disclosed.
- Attendance and engagement: Board met 15 times and held 11 executive sessions in 2024; each director attended ≥75% of Board and applicable committee meetings. Executive sessions presided by the CR&N chair (White).
- Tenure and changes: Appointed November 26, 2024 as a Class III director (term to 2027) and resigned November 3, 2025; resignation not due to disagreement per Item 5.02 disclosure.
Fixed Compensation
Two views: program structure and Vogel’s actual 2024 compensation.
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Program structure (non-employee directors):
- Annual cash retainer: $75,000; Lead Independent Director retainer: $450,000 (effective Nov 26, 2024).
- Committee membership annual retainer: $5,000 in 2024; effective Jan 1, 2025, $10,000 for Audit and Compensation members, $5,000 for Corporate Responsibility & Nominating.
- Committee chair fees: $10,000 per committee.
- Equity: Periodic restricted stock grants (~$115,000 in 2024; increased to $150,000 per director effective Jan 1, 2025, except Lead Independent Director).
- Insurance and meeting expense reimbursement customary.
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Vogel actual 2024: | Component | Amount (USD) | Notes | |---|---:|---| | Fees earned/paid in cash | $7,133 | Partial-year service starting Nov 26, 2024. | | Stock awards (grant-date fair value) | $115,575 | Restricted stock grant on Dec 4, 2024. | | All other compensation | $23 | Life insurance premiums. | | Total | $122,731 | |
Performance Compensation
Director equity awards are time-vested restricted stock (not performance-based); metrics are grant details and vesting.
| Metric | Grant | Shares/Units | Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| Restricted Stock | Dec 4, 2024 | 46,273 | $115,575 | Time-based; specific schedule not disclosed for directors | |
| Unvested balance at 12/31/2024 | — | 46,273 | — | Unvested restricted shares held |
Other Directorships & Interlocks
- Current and prior public boards listed above; no disclosed interlocks with DOUG competitors/suppliers.
- Appointment 8-K states no arrangements/understandings behind appointment, no family relationships, and no Item 404 related-party transactions involving Vogel.
Expertise & Qualifications
- Distressed & special situations investor with extensive board experience across multiple industries; track record in governance, incentive alignment, management evaluation/recruitment, finance and M&A.
- Education credentials: MBA (Wharton), BSBA (Washington University/Olin).
- Independence and capital markets experience supportive of audit/oversight competencies, though no committee assignment was disclosed.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | Vested vs. Unvested | Notes |
|---|---|---|---|---|
| April 30, 2025 | 46,273 | <1% (*) | Unvested restricted shares: 46,273 | Footnote confirms shares subject to vesting restrictions; Form 3 initially showed no holdings at appointment. (9) |
- Section 16 compliance: Company reports all insiders complied timely with Section 16 for FY2024; Vogel filed Form 3 on Dec 2, 2024.
- Pledging/hedging: Company maintains Equity Retention, Hedging and Pledging Policy; hedging prohibited for executives; director-specific prohibition language not separately disclosed in proxy.
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| Dec 2, 2024 | Form 3 | Initial Statement of Beneficial Ownership | 0 | — | Filed upon appointment; reported no holdings at that time. |
| Dec 4, 2024 | — (Proxy disclosure) | Restricted stock grant | 46,273 | — | Director annual grant; fair value $115,575 per proxy (time-vested). |
Governance Assessment
- Positive signals: Independence affirmed; no related-party transactions involving Vogel; director equity grants create alignment via time-vested stock; attendance threshold met at the Board level.
- Potential concerns/RED FLAGS:
- Short tenure and resignation (Nov 3, 2025) alongside another Class III director, though disclosed as not due to disagreement; investors may monitor for Board stability and refresh rationale.
- Limited committee involvement disclosed (none listed for Vogel), reducing direct influence on audit/compensation governance during his tenure.
- Ownership level is modest (<1%), typical for non-employee directors but offers limited “skin-in-the-game” leverage compared to executives.
- Contextual governance environment: Board held frequent executive sessions; lead independent director role established; compensation committee engaged independent consultant and strengthened pay practices, but those changes primarily concern executives.
Net takeaway: Vogel brought strong distressed and governance experience, remained independent with no related-party exposure, and held standard director equity; his brief service and lack of committee assignment limit observable impact on DOUG’s board effectiveness. The resignation without disagreement reduces conflict risk but raises questions about Board continuity and strategy oversight.