Sam Levinson
About Sam Levinson
Sam Levinson, 51, is an independent Class I director of Five Point Holdings, LLC, appointed October 16, 2024, with a term expiring at the 2025 annual meeting; he has been nominated for re‑election to a three-year term ending at the 2028 annual meeting . He is principal/managing partner at Glick Family Investments since 2003, Founder and Co‑Chairman of Clipper Realty (NYSE: CLPR) and head of its Investment Committee since 2015, and has extensive board leadership across real estate and financial services, including audit chair and compensation chair roles at prior companies . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canary Wharf Group | Director; Operating Committee member; Audit Committee Chair | 2004–2015 | Chaired Audit; governance oversight at major UK property developer |
| Songbird Estates (Canary Wharf holding co.) | Non‑Executive Director | 2004–2015 | Holding company oversight |
| Stonegate Mortgage Corporation (NYSE: SGM) | Director; Compensation Committee Chair | 2013–May 2017 (acquisition) | Led compensation oversight |
| Coleman Cable Inc. | Director | 2005–2014 | Board governance |
| West Coast Bancorp | Director | Feb 2011–Apr 2013 | Board governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Glick Family Investments | Principal & Managing Partner | Since 2003 | Private family office; CIO responsibilities per 8‑K |
| Clipper Realty Inc. (NYSE: CLPR) | Co‑Chairman; Head of Investment Committee; Founder | Since 2015 | Public company board leadership |
| Dynasty Financial Partners, LLC | Director | Since 2011 | Investment/technology platforms for wealth mgrs |
| AU10TIX Technologies B.V. | Director | Since June 2021 | Identity tech; private company board |
| American European Group Insurance Co. | Director | Since 2006 | Insurance board oversight |
| Trapeze Inc. | Founder, President & controlling shareholder | Since 2001 | Diversified real estate investment company |
Board Governance
- Committee assignments: Member, Compensation Committee; current committee members are Michael Rossi, Sam Levinson, and Michael Winer (Chair) .
- Independence: Board determined Levinson is “independent” under NYSE standards; independent directors meet in regular executive sessions .
- Class and nomination: Class I director; nominated (unanimous) for re‑election at the 2025 Annual Meeting .
- Lead Independent Director: Michael Rossi serves as Lead Independent Director with defined responsibilities (e.g., presiding over independent director sessions) .
- Attendance/engagement: In 2024, the Board held 5 meetings; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Indemnification: Entered Company’s standard director/officer indemnification agreement on appointment .
Fixed Compensation
| Component (2024) | Program Terms | Sam Levinson (2024 actual) |
|---|---|---|
| Annual cash retainer | $120,000; prorated if partial year; may elect to take restricted shares vesting quarterly | $25,110 (prorated; elected to receive in restricted shares) |
| Annual equity grant | $80,000 in restricted shares; vest in four quarterly installments | $16,740 (prorated grant Oct 2024; ASC 718 grant‑date fair value) |
| Committee membership fees | Audit: $25,000 + $5,000 Chair; Compensation: $15,000 + $5,000 Chair; Nominating & Governance: $10,000 + $5,000 Chair; Conflicts: $10,000 + $5,000 Chair; prorated | Included in total; specific breakdown not disclosed |
| Lead Independent Director fee | $25,000; prorated | N/A (not applicable) |
| Total (cash + equity) | As above | $41,850 (prorated) |
Notes
- Levinson elected to receive the entirety of his prorated Board cash compensation in restricted shares in lieu of cash .
- None of the directors held unvested awards as of December 31, 2024 (per proxy) .
Performance Compensation
| Item | Status | Details |
|---|---|---|
| Director performance‑based equity | Not used | Director equity consists of time‑based restricted shares vesting quarterly |
| Stock options for directors | Not granted in 2024 | Company did not grant options/SARs in 2024 |
| Performance metrics tied to director pay | None disclosed | Program for directors is fixed cash retainer, committee fees, and time‑based equity |
Other Directorships & Interlocks
| Entity | Type | Interlock/Relationship | Governance Note |
|---|---|---|---|
| GFFP Holdings, LLC / GF GW II, LLC | Significant shareholder entities | Levinson is a managing member of GF GW II, which manages GFFP; GFFP owns Class A and Class B shares | Potential influence via ownership; oversight by Conflicts Committee |
| Clipper Realty Inc. (NYSE: CLPR) | Public company | Co‑Chairman; head of Investment Committee | Real estate expertise; no FPH related transactions disclosed |
| Dynasty Financial Partners, AU10TIX, AEG Insurance | Private companies | Director roles | No FPH related transactions disclosed |
Expertise & Qualifications
- Seasoned executive and director with decades of experience across financial and real estate industries; selected for Board based on this background .
- Prior Audit Committee Chair (Canary Wharf Group) and Compensation Committee Chair (Stonegate Mortgage), indicating strong governance and pay oversight credentials .
- Investment leadership at Glick Family Investments and Clipper Realty supports capital allocation, risk oversight, and strategic evaluation skills .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | % of All Common Shares |
|---|---|---|---|---|---|
| Sam Levinson (incl. deemed beneficial ownership via GFFP) | 6,272,835 | 9.0% | 18,965,322 | 23.9% | 16.9% |
| Basis of ownership | Includes 6,224,931 Class A owned by GFFP deemed beneficially owned by Levinson via GF GW II relationships | — | — | — | — |
Notes
- Shares/outstanding base: 69,858,638 Class A and 79,233,544 Class B as of March 31, 2025 .
- Footnote 3: GFFP ownership and GF GW II (managing member) with Mr. Levinson and Mr. Glick as managing members; may be deemed beneficial owners of GFFP‑held shares .
- Company policies prohibit hedging/monetization transactions by directors; pledging also not allowed per compensation best practices .
Governance Assessment
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Strengths:
- Independent director with deep audit/compensation committee leadership experience; currently serves on FPH’s Compensation Committee .
- Significant personal/economic alignment through beneficial ownership (~16.9% of all common shares, much via GFFP), which can support long‑term shareholder value orientation .
- Board maintains Conflicts Committee comprised entirely of independent directors, and formal policies for reviewing related person transactions; annual Board/committee self‑evaluations conducted .
- Hedging/pledging prohibited; robust clawback policy for executive incentive compensation administered by the Compensation Committee .
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Potential conflicts / red flags:
- Blockholder dynamics: Levinson’s deemed beneficial interest via GFFP/GF GW II creates potential influence and perceived conflicts; however, the appointing 8‑K states no related person transactions requiring Item 404 disclosure at appointment, and Conflicts Committee oversight is in place .
- Corporate governance code notes non‑employee directors are not obligated to limit external interests or notify the Company of overlapping opportunities, which can be viewed as a governance risk if not rigorously overseen .
- Ongoing related‑party exposures with other major shareholders (e.g., Lennar) exist at the Company level (EB‑5 reimbursements, land banking arrangements); while not tied to Levinson specifically, Conflicts Committee oversight remains critical .
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Engagement/attendance: 2024 attendance thresholds were met across the Board; directors attended the annual meeting, signaling baseline engagement; Levinson’s tenure began late‑2024 .
-
Shareholder sentiment: Say‑on‑pay support ~99% at 2024 annual meeting indicates positive investor confidence in compensation governance at the Company level .
RED FLAGS: Concentrated beneficial ownership via GFFP/GF GW II may introduce perceived conflicts; vigilance by Conflicts Committee and transparent disclosure of any transactions involving GFFP/Glick entities is essential . The governance code’s permissive stance on directors’ external opportunities (no obligation to report competing opportunities) requires strong board process to mitigate risks .