Howard B. Safenowitz
About Howard B. Safenowitz
Howard B. Safenowitz (age 66) is Chairman of the Board and an independent director of Getty Realty Corp. (GTY), serving on the Board since December 1998 and appointed Chairman in April 2021 after previously serving as Lead Independent Director (2010–2021) . He is President of Safenowitz Family Corp., an investment firm, since 1997; prior roles include senior business affairs leadership at The Walt Disney Company and earlier practice as a corporate and transactional lawyer; he holds a B.A. from the University of Rochester and a J.D. from Boston University School of Law . The Board affirms his independence under NYSE standards, and he chairs executive sessions as part of his leadership responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safenowitz Family Corp. | President | Since 1997 | Leads family investment activities; significant shareholder of GTY via affiliated entities |
| The Walt Disney Company | SVP, Business Affairs, Buena Vista Motion Pictures | Mar 2001–Apr 2003 | Senior leadership and negotiation experience |
| The Walt Disney Company | VP, Business Affairs, Walt Disney Pictures & Television | 1996–2001 | Business affairs leadership |
| Corporate/Transactional Law Practice | Attorney (NY & CA) | 1983–1990 | Legal and compliance expertise |
| Getty Petroleum Marketing Inc. | Director | Dec 1998–Dec 2000 | Industry familiarity and prior affiliate governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Safenowitz Family Corp. | President | Since 1997 | Private investment firm; general partner of family LPs holding GTY shares |
| Getty Petroleum Marketing Inc. | Director | Dec 1998–Dec 2000 | Prior public company directorship within Getty-related enterprise |
Board Governance
- Independence: Board determined Safenowitz is “independent” under NYSE rules; no relationships with Getty beyond stockholder/director status were identified .
- Board leadership: As independent Chairman, he manages Board agendas, assessments, and executive sessions; attends all committee meetings by invitation; CEO and Chairman roles are separated .
- Attendance: In 2024 the Board met 5 times (plus 3 unanimous written consents); all directors, including Safenowitz, attended all Board and applicable committee meetings, and the April 2024 annual meeting .
- Committee membership (2024): Audit—Coviello (Chair), Infurna, Malanoski ; Nominating/Corporate Governance—Malanoski (Chair), Coviello, Infurna ; Compensation—Cooper (Chair), Coviello, Infurna . As Chairman, Safenowitz is invited to attend all committee meetings .
| Committee | 2024 Members | Chair | Safenowitz Role |
|---|---|---|---|
| Audit | Philip E. Coviello; Evelyn León Infurna; Mary Lou Malanoski | Coviello | Invited attendee as Chairman |
| Nominating/Corporate Governance | Mary Lou Malanoski; Philip E. Coviello; Evelyn León Infurna | Malanoski | Invited attendee as Chairman |
| Compensation | Milton Cooper; Philip E. Coviello; Evelyn León Infurna | Cooper | Invited attendee as Chairman |
Historical committee roles:
- Chair, Nominating/Corporate Governance Committee (2005–Mar 2021); member, Audit (2005–Mar 2021) and Compensation (1999–Mar 2021) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Director Fee | 40,000 | Paid quarterly; standard for non-employee directors |
| Chairman of the Board Fee | 125,000 | Paid quarterly; additional to director fee |
| Committee Membership/Chair Fees | 0 | Not a 2024 committee member; standard fees: Audit member 12,500 (Chair 20,000); Compensation member 5,000 (Chair 7,500); Nominating member 5,000 (Chair 7,500) |
| Total Cash Fees (2024) | 165,000 | Matches proxy Director Compensation table |
| Travel/Expense Reimbursement | — | Reimbursed; amounts not disclosed |
Performance Compensation
| Equity Award Details (2024) | Value/Shares | Vesting/Settlement | Notes |
|---|---|---|---|
| RSU Grant (Mar 2024) | 7,000 RSUs | Vests ratably over 5 years from first anniversary; settlement upon earlier of 10th anniversary or termination of service | Dividend equivalents paid on RSUs |
| Stock Awards Fair Value (2024) | 185,850 | Fair value based on closing price at grant; vesting period not considered in fair value | Same 7,000 RSUs granted to all non-employee directors |
| Vested RSUs Outstanding (12/31/2024) | 44,500 | 7,000 vested in 2024 | Settlement deferred per plan |
| Unvested RSUs Outstanding (12/31/2024) | 21,000 | — | — |
| Performance Metrics | None disclosed for director RSUs | Time-based vesting; intended to align interests | NEO performance metrics apply to executives, not directors |
Other Directorships & Interlocks
| Company | Role | Committees/Notes | Interlocks/Conflict Notes |
|---|---|---|---|
| Getty Petroleum Marketing Inc. | Director (1998–2000) | — | Historical affiliate; no current interlock disclosed |
| Safenowitz Family Corp. | President (since 1997) | — | Family investment vehicle; general partner of LPs holding GTY shares |
Expertise & Qualifications
- Board matrix indicates Safenowitz brings REIT/Real Estate experience; Public Company Board Experience; Public Company Executive Leadership; Financial Literacy; Accounting Oversight; Risk Oversight; M&A; Business Acumen/Leadership; Legal/Compliance Oversight; Corporate Governance/Ethics; Human Resources/Compensation Practice .
- Not designated an “Audit Committee Financial Expert” in 2024 matrix (others are) .
Equity Ownership
| Ownership Detail | Amount | % of Class | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 2,774,697 shares | 5.04% | Address c/o GTY HQ; includes vested RSUs within 60 days |
| Shares Attributable to Safenowitz Family Corp. | 2,455,747 | 4.46% | Safenowitz Family Corp. is GP of Safenowitz Partners, LP; Safenowitz Family Partnership, LP; Safenowitz Investment Partners |
| Spouse’s Shares (disclaimed) | 11,586 | — | Disclaims beneficial ownership |
| Trust Shares (trustee) | 16,516 | — | Marilyn Safenowitz Irrevocable Trust; trustee is Mr. Safenowitz |
| CLS General Partnership Corp. (proportionate interest) | 102,674 | — | Proportionate beneficial interest |
| Vested RSUs included | 46,500 | — | Vested; settlement deferred per plan |
| Hedging/Pledging | Prohibited | — | Company prohibits hedging and pledging by directors |
| Stock Ownership Guidelines | 5× cash portion of annual director compensation; 5-year compliance window | — | As of 12/31/2024, all directors were either compliant or within transition period |
Governance Assessment
-
Positives
- Independent Chairman with robust responsibilities (agenda-setting, information flow, regular executive sessions) and 100% attendance in 2024; separation of CEO/Chair roles supports oversight .
- Strong ownership alignment via substantial beneficial stake (5.04%), time-based RSUs with long deferral, and formal stock ownership guidelines; anti-hedging/pledging and clawback policies strengthen governance discipline .
- Committee structures fully independent; Audit, Compensation, and Nominating/Corporate Governance chaired by independent directors; Safenowitz attends all as Chairman, enhancing oversight cohesion .
- Say-on-pay support for NEO program was high (95.76% in 2024; at least 93% in each of the last three years), indicating general investor confidence in compensation governance .
-
Risks and RED FLAGS
-
Concentrated family ownership and leadership: Safenowitz Family Corp. and related entities collectively hold a large stake (2,455,747 shares attributable to Safenowitz Family Corp.), while Safenowitz serves as independent Chairman—potential influence concentration warrants ongoing monitoring, even with Board’s independence determination .
- Long tenure (director since 1998) and no mandatory retirement/term limits could raise entrenchment concerns; the Board cites benefits of experience and conducts annual evaluations instead of term limits .
-
-
Mitigants
- Formal independence affirmations (no related-party relationships beyond stockholder/director), quarterly executive sessions, independent committee composition, and explicit prohibitions on hedging/pledging reduce alignment risks .
- Stock ownership policy and long-settlement RSUs enhance long-term alignment; clawback framework in place for Section 16 officers, reflecting broader governance rigor .
Attendance & Engagement
| Metric (2024) | Value | Notes |
|---|---|---|
| Board Meetings Held | 5 | Plus 3 actions by unanimous written consent |
| Director Attendance | 100% for all nominees | Includes Board and applicable committees |
| Annual Meeting Attendance | Attended April 2024 annual meeting | Board encourages attendance |
| Executive Sessions | At least quarterly; chaired by independent leadership (historically Safenowitz) | Continues as Chairman |
Director Compensation Mix (2024)
| Component | Amount ($) | Share/Notes |
|---|---|---|
| Cash Fees (Director + Chairman) | 165,000 | Fixed cash |
| Equity (RSU fair value) | 185,850 | At-risk, time-vested, dividend equivalents |
| Options | — | None |
| Total | 350,850 | Per Director Compensation table |
Related Party & Conflicts Review
- Independence determination: Board affirmed Safenowitz has no relationship with Getty other than stockholder/director; independent under NYSE rules .
- Family entities: Beneficial ownership includes stakes held through Safenowitz-affiliated partnerships and family trust; disclosed transparently (footnotes 7–8) .
- Hedging/Pledging: Prohibited for directors; no pledging disclosed .
Compensation Structure Analysis
- Shift/Mix: 2024 structure is cash retainer + Chairman fee plus time-based RSUs; no options or performance-conditioned equity for directors, emphasizing alignment via long vesting/settlement rather than short-term targets .
- Governance controls: Anti-hedging/pledging, insider trading policy pre-clearance for Rule 10b5-1 plans, and clawback policy adoption indicate strengthening compensation governance .
Expertise & Qualifications
| Qualification | Status |
|---|---|
| REIT/Real Estate Experience | ✔ |
| Public Company Board Experience | ✔ |
| Public Company Executive Leadership | ✔ |
| Financially Literate | ✔ |
| Accounting Oversight | ✔ |
| Risk Oversight | ✔ |
| Mergers & Acquisitions | ✔ |
| Legal/Compliance Oversight | ✔ |
| Corporate Governance/Ethics | ✔ |
| Human Resources/Compensation Practice | ✔ |
| Audit Committee Financial Expert | Not designated |
Equity Ownership
See detailed table above for holdings and components; substantial beneficial ownership aligns incentives with stockholders, subject to anti-hedging/pledging and stock ownership policy .
Governance Summary
- Board effectiveness is reinforced by independent leadership, full attendance, and committee independence; Safenowitz’s legal and corporate governance background and long company familiarity add oversight depth .
- Key investor-confidence signals: strong say-on-pay support; codified stock ownership policy; anti-hedging/pledging; transparent ownership disclosures .
- Ongoing monitoring recommended for influence concentration from family-affiliated holdings and long tenure without term limits, balanced by annual evaluations and independence affirmations .