Arthur G. Altschul, Jr.
About Arthur G. Altschul, Jr.
Independent director of General American Investors Company, Inc. (GAM) since 1995; age 60. Founder and Managing Member of Diaz & Altschul Capital Management, Chairman & CEO of Overbrook Management Corporation, and Vice‑Chair & Treasurer of the Overbrook Foundation; B.S. in Computer Science from Columbia University. Designated a Preferred Stock Director (elected only by holders of Series B Preferred) and brings finance, wealth management, and pharmaceutical industry expertise to GAM’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kolltan Pharmaceuticals, Inc. | Co‑founder; Executive Chairman | 2008–Nov 2016 (acquired by Celldex) | Led through sale to Celldex; pharma industry connectivity |
| Medicis Pharmaceutical Corporation | Director | 1992–Dec 2012 (acquired by Valeant) | Long tenure; exposure to public‑company governance |
| SUGEN, Inc. | Employee | 1992–1996 | Biopharma operating experience |
| Goldman, Sachs & Co. | Equity & Fixed Income Trading | Prior to 1992 | Markets/trading experience |
| The Maximus Fund, LP | Founding limited partner | Prior to 1992 | Investment fund formation experience |
| Morgan Stanley & Co. | Equity Research | Prior to 1992 | Analytical background; research discipline |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Diaz & Altschul Capital Management, LLC | Founder & Managing Member | Current | Private investment advisory |
| Overbrook Management Corporation | Chairman & CEO | Current | Family office founded by Frank Altschul |
| Overbrook Foundation | Vice‑Chair & Treasurer | Current | Philanthropy leadership |
| Child Mind Institute | Director | Current | Non‑profit board service |
Board Governance
- Independence: All directors except the CEO (Priest) are independent; independent directors chair all board committees. Altschul is designated a Preferred Stock Director, elected only by holders of Series B Preferred .
- Committee assignments and chair roles:
- Compensation Committee: Chair (members: Altschul, Spencer Davidson, Rose P. Lynch). Met once in 2024 (Dec 4) .
- Nominating Committee: Chair (committee includes nine independent directors). Met once in 2024 (Jan 24) and once post‑year (Feb 12, 2025) .
- Audit Committee: Member (Chair: John D. Gordan, III). Met four times in 2024 (Jan 24, Feb 16, Jul 24, Dec 4) and once post‑year (Feb 12, 2025). Board states no “audit committee financial expert” but asserts sufficient financial expertise among members .
- Attendance and engagement:
- Board held 8 meetings in 2024; each director attended at least 75% of the aggregate number of board and committee meetings on which they served .
- Annual meeting participation: All directors participated (in person or telephonically) at the April 8, 2024 annual meeting; directors are encouraged to attend annual meetings .
Fixed Compensation
| Year | Annual Director Retainer (Cash) | Meeting Fee per Board/Committee Meeting (Cash) | Arthur G. Altschul, Jr. Aggregate Director Compensation |
|---|---|---|---|
| 2024 | $30,000 | $1,250 | $47,500 |
- Structure disclosed for independent directors is cash retainer plus per‑meeting fees; no separate chair stipends disclosed .
Performance Compensation
- No equity or performance‑based director compensation (RSUs/PSUs/options) is disclosed; proxy lists director compensation as cash retainer plus per‑meeting fees only .
Other Directorships & Interlocks
| Company/Institution | Role | Timing | Committee Roles/Notes |
|---|---|---|---|
| Medicis Pharmaceutical Corporation | Director (prior) | 1992–Dec 2012 | Public company board; acquired by Valeant |
| Trust/Ownership Interlock | Shared voting/dispositive power with Chairman Spencer Davidson | Ongoing | 11,487 common shares and 22,400 preferred shares are jointly held; footnote notes all Davidson shares are in trusts of which Altschul or certain family members are beneficiaries — governance interlock worth monitoring |
Expertise & Qualifications
- Finance and wealth management leadership (Overbrook Management; Diaz & Altschul Capital Management) .
- Pharmaceutical sector experience (Kolltan co‑founder/executive chair; Medicis director; SUGEN tenure) .
- Markets and research background (Goldman Sachs trading; Morgan Stanley equity research) .
- Education: B.S. in Computer Science, Columbia University .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Common Stock | 20,539 | 0.09% | Includes 11,487 shares with shared voting/dispositive power with Spencer Davidson |
| 5.95% Cumulative Preferred Stock, Series B | 29,479 | 0.39% | Includes 22,400 shares with shared voting/dispositive power with Spencer Davidson |
| Dollar Range (Director share ownership) | Over $100,000 | — | Director‑reported range category |
- Ownership guidelines, pledging/hedging: Not disclosed in the proxy; no pledging flagged for Altschul in the beneficial ownership section .
Governance Assessment
- Committee leadership signal: As Chair of Compensation and Nominating, Altschul has outsized influence on pay decisions and board composition — both critical levers for governance effectiveness .
- Independence confirmed; however, a material governance nuance exists: shared voting/dispositive power on both common and preferred shares with the Board Chair (Spencer Davidson), and footnote indicates Davidson’s shares are held in trusts where Altschul or family members are beneficiaries. This interlock could present perceived alignment or potential influence concerns and merits investor monitoring. RED FLAG: cross‑director trust holdings and shared voting power .
- Audit oversight: Active Audit Committee membership, but company discloses absence of a designated “audit committee financial expert,” which may be viewed as a governance weakness for financial reporting oversight. RED FLAG: no audit committee financial expert .
- Attendance and engagement: Board/committee cadence is robust; each director met at least the 75% attendance threshold; Altschul’s aggregate compensation aligns with retainer/meeting‑fee structure, indicating participation, but per‑director meeting counts are not itemized .
- Pay alignment: Director compensation is entirely cash with no equity retainer, which reduces direct share‑price alignment relative to boards that grant equity; however, Altschul holds both common and preferred shares, providing personal economic exposure .
- Preferred Stock Director designation: Altschul is elected solely by preferred shareholders; investors should consider balance of oversight and interests between common and preferred classes given committee leadership roles .
Overall: Strong domain expertise and deep tenure, coupled with significant committee leadership, support board effectiveness. Key governance watch‑items are the trust/ownership interlock with the Chair and absence of an audit committee financial expert — both are notable investor confidence considerations .