Alan Rosenthal
About Alan Rosenthal
Alan B. Rosenthal has served as an independent director of Genie Energy (GNE) since October 2011. He is founding and managing partner of ABR Capital Financial Group LLC; founding partner/owner of NorthStar Travel and Master Dental Alliance; and founding partner of Alaska Business Monthly. He is an assistant clinical professor in Micro-Neurosurgical Treatment of Oral Pathology at NYU, a board member of Yeshiva University, and previously served on the board of IDT Corporation (1994–1996). He holds a BS from Rutgers University and a DMD from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABR Capital Financial Group LLC | Founding & Managing Partner | Not disclosed | Financial expertise; understanding of finance/accounting |
| NorthStar Travel | Founding Partner & Owner | Not disclosed | Financial/operating experience |
| Master Dental Alliance | Founding Partner & Owner | Not disclosed | Financial/operating experience |
| Alaska Business Monthly | Founding Partner | Not disclosed | Financial/operating experience |
| New York University | Assistant Clinical Professor (Micro-Neurosurgical Treatment of Oral Pathology) | Not disclosed | Technical/clinical expertise |
| IDT Corporation | Director | 1994–1996 | Public company board experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Yeshiva University | Board Member | Not disclosed |
Board Governance
| Committee | Role | Independence Status | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Member | Independent under NYSE 303A.07(b), 303A.02; Rule 10A-3(b) | 4 | Committee chaired by W. Wesley Perry; Alan Rosenthal deemed financially literate |
| Compensation Committee | Chairman | Independent under NYSE 303A.02 | 5 | Oversees exec comp, 2011 and 2021 Plans, Clawback Policy |
| Corporate Governance Committee | Chairman | Independent under NYSE 303A.02 | 6 | Reviews independence, conflicts, related-party transactions, board self-evaluations |
| Nominating Committee | Member | Independent under NYSE 303A.02 | 1 | Oversees director nominations and criteria |
- Independence: The Board determined Alan Rosenthal is independent and that each member or nominee intended to become a member of Audit, Compensation, Corporate Governance, and Nominating Committees is independent .
- Attendance: Board held 7 meetings in 2024; each independent director attended ≥75% of regularly scheduled Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: W. Wesley Perry presides over executive sessions held at every regularly scheduled Board meeting .
- Audit Committee report affirms independence determinations and financial literacy; Perry designated “audit committee financial expert” .
Fixed Compensation
| Name | Period | Cash Retainer ($) | Equity Grant (# shares) | Equity Grant Fair Value ($) | Grant Date | Vesting | Chair/Meeting Fees ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Alan Rosenthal | FY2024 | 50,000 | 2,920 | 84,403 | Jan 5, 2024 | Fully vested on grant | 0 (no additional compensation for chairs/Lead Indep.) | 0 | 134,403 |
- Director board retainers: Independent directors who attend ≥75% of meetings receive $50,000 cash; each may elect up to $50,000 in fully vested restricted Class B shares in lieu of cash, priced at average of high/low the day prior to grant .
- Annual equity: Each independent director automatically receives 2,920 restricted Class B shares on January 5 (or next business day) that vest immediately .
- No extra fees: No additional compensation for committee chairs or Lead Independent Director .
Performance Compensation
| Component | Metric | Structure | Applies to Directors? |
|---|---|---|---|
| Annual equity grant | None (time-based; immediate vest) | 2,920 restricted Class B shares vest fully on grant; subject to 2021 Plan terms, restrictions lapse upon Change in Control/Corporate Transaction/Related Entity Disposition | Yes |
| Cash retainer | None | $50,000, contingent on ≥75% meeting attendance unless waived for mitigating circumstances by CEO | Yes |
- No PSUs, options, or performance-tied metrics disclosed for director compensation in 2024 .
Other Directorships & Interlocks
| Company/Org | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| IDT Corporation | Public company | Director | 1994–1996 | Historical public board service; indicates network and governance experience |
| Yeshiva University | Non-profit/academic | Board Member | Not disclosed | External governance role |
- No other current public company directorships disclosed for Alan Rosenthal in the latest proxy .
Expertise & Qualifications
- Financial and operating acumen from founding, owning, and managing multiple businesses (ABR Capital, NorthStar Travel, Master Dental Alliance, Alaska Business Monthly) .
- Academic/technical credentials as assistant clinical professor in micro-neurosurgical oral pathology at NYU .
- Determined financially literate by the Board with input from the Corporate Governance Committee (Audit Committee independence review) .
Equity Ownership
Beneficial ownership (as of March 27, 2025):
| Holder | Class B Shares | Ownership % of Class B | Breakdown |
|---|---|---|---|
| Alan Rosenthal | 47,353 | <1% | 26,853 direct; 17,500 in Endodontic Associates Retirement Account; 3,000 held in three accounts for his three children |
Director service equity holdings (as of Dec 31, 2024):
| Name | Class B Common Stock | Options |
|---|---|---|
| Alan Rosenthal | 23,700 | — |
- No disclosure of shares pledged as collateral or hedging activity for Alan Rosenthal in the Security Ownership section .
- Voting structure context: Combined voting power is concentrated; Howard S. Jonas controls 69.3% aggregate voting power via Class A and Class B holdings/trusts (context for board dynamics) .
Governance Assessment
- Committee leadership and engagement: Rosenthal chairs two core committees (Compensation; Corporate Governance) and serves on Audit, indicating high involvement in pay, independence reviews, conflicts oversight, and financial oversight; committees met regularly in 2024 (Comp 5, Gov 6, Audit 4, Nom 1) .
- Independence and attendance: Explicitly determined independent; met ≥75% attendance thresholds tied to retainers; all directors attended the 2024 annual meeting .
- Compensation alignment: Mix favors equity over cash in 2024 ($84,403 equity vs $50,000 cash), with immediate vesting; no extra chair fees suggests restraint; however, single-trigger accelerated lapse of restrictions upon Change in Control is allowed under the 2021 Plan, a common but investor-scrutinized feature for director equity .
- Ownership: Beneficial ownership is modest (<1% Class B); director service holdings recorded separately; no pledging/hedging disclosed .
- Conflicts/related-party exposure: Corporate Governance Committee (chaired by Rosenthal) administers the Related Person Transactions policy; no related-person transactions involving Rosenthal disclosed in the proxy .
- Board control risk (context): Highly concentrated voting power with Howard S. Jonas may limit practical influence of independent directors despite formal independence; presence of Lead Independent Director and regular executive sessions is a mitigating governance practice .
RED FLAGS / Watch items:
- Change-in-control acceleration for director restricted stock (single-trigger) under the plan terms .
- Voting power concentration (69.3% aggregate) with controlling stockholder; independent directors must ensure robust oversight through committees and executive sessions .
Positive signals:
- Multiple committee leadership roles and regular meeting cadence (Comp/Gov chair; Audit/Nom member) .
- Formal independence determinations and financial literacy confirmation; Audit Committee expert designated (Perry) with Rosenthal financially literate .
- No chair fees, indicating conservative director pay structure; option to take equity in lieu of cash enhances alignment .