Jan Loeb
About Jan H. Loeb
Jan H. Loeb, age 66, is an independent director of Gyrodyne, LLC (GYRO), appointed to the Board on July 28, 2023 pursuant to a cooperation agreement with Leap Tide Capital Management, where he is Managing Member; his current GYRO Board term expires at the 2026 annual meeting . He brings 40+ years in money management and investment banking, plus public company management and audit committee experience; at Gyrodyne he chairs the Investment Committee and serves on the Nominating and Compensation Committees . He is deemed independent under Nasdaq standards, and attended at least 90% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jefferies & Company, Inc. | Managing Director | Jan 2002–Dec 2004 | Investment banking leadership |
| Dresdner Kleinwort Wasserstein (fka Wasserstein Perella) | Managing Director | 1994–2001 | Investment banking leadership |
| Chesapeake Partners | Portfolio Manager | Feb 2004–Jan 2005 | Hedge fund portfolio management |
| American Pacific Corporation | Director; Lead Director | Director Jan 1997–Feb 27, 2014; Lead Director Jul 8, 2013–Feb 27, 2014 | Public company board leadership |
| Pernix Therapeutics (fka Golf Trust of America) | Independent Director | 2006–Aug 31, 2011 | Public company governance |
| TAT Technologies, Ltd. | Director | Aug 2009–Dec 21, 2016 | Aerospace/defense oversight |
| Keweenaw Land Association, Ltd. | Director | Dec 2016–May 2019 | Natural resources governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Leap Tide Capital Management LLC | Managing Member | 2007–Present | Hedge fund manager |
| Acorn Energy, Inc. | President & CEO | Jan 2016–Present | Energy/utility company leadership |
| OmniMetrix, LLC (subsidiary of Acorn Energy) | CEO | Dec 2019–Present | Operating leadership |
| Novelstem International Corp. | President, Executive Chairman & Board Member | Jun 2018–Present | Biotechnology company leadership |
| NewStem Ltd. | Chairman | Jun 2018–Present | Biopharma governance |
| Agudath Israel of Baltimore, Inc. | Chairman & Director | Current | Nonprofit governance |
Board Governance
- Committee assignments and roles:
- Investment Committee: Chair
- Nominating Committee: Member
- Compensation Committee: Member (served during FY2024; Board table lists membership)
- Independence: Board determined Loeb is independent under Nasdaq rules .
- Attendance: 14 Board meetings in FY2024; each director attended at least 90% of Board and committee meetings (includes Loeb) .
- Tenure/term: Appointed 7/28/2023 via Leap Tide cooperation agreement; current term expires 2026 .
- Shareholder meeting attendance: All five directors attended the 2024 annual meeting .
- Board structure and shareholder engagement signals:
- 2023 cooperation agreement with Leap Tide placed Loeb on the Board and included standstill and voting commitments through the 2024 annual meeting or until Loeb ceased serving .
- 2025 cooperation agreement with Star Equity avoided a proxy contest; Board agreed to nominate one director (Smith), reduce Board size to four, and cap Chair fees; obligations run through Dec 31, 2026 (or 2027 if both Salour and Loeb are re-nominated and agree) .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual director retainer (cash) | $42,000 | Includes Board and committee meetings |
| 2024 | Deferred Compensation Plan (5% fixed interest) | Not elected by Loeb | All other directors elected to defer 100% for 2020–2025 except Loeb |
Performance Compensation
| Item | Detail |
|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for Loeb in 2024; no stock awards recorded in director comp table . |
| Options | None disclosed . |
| Retention/Bonus Plans | Loeb is not a participant in the Company’s Retention Bonus Plan; Board replaced director participation with a Restricted Stock Award Plan in 2023 for other directors . |
| Performance metrics/vesting | No director performance metrics disclosed for Loeb; Stock Plan vesting and acceleration terms applied to participating directors (Loeb excluded) . |
Other Directorships & Interlocks
| Company/Entity | Role | Status |
|---|---|---|
| Acorn Energy, Inc. | President & CEO (and management role) | Current |
| OmniMetrix, LLC | CEO | Current |
| Novelstem International Corp. | President, Executive Chairman & Board Member | Current |
| NewStem Ltd. | Chairman | Current |
| American Pacific Corporation | Director; Lead Director (7/8/2013–2/27/2014) | Former |
| Pernix Therapeutics (Golf Trust of America) | Independent Director | Former |
| TAT Technologies, Ltd. | Director | Former |
| Keweenaw Land Association, Ltd. | Director | Former |
| Agudath Israel of Baltimore, Inc. | Chairman & Director | Current (nonprofit) |
Expertise & Qualifications
- 40+ years in money management and investment banking; public company management and audit committee experience cited by the Board .
- Financial literacy: Board determined all Audit Committee members are financially literate; while Loeb is not on Audit, his background supports financial oversight roles .
Equity Ownership
| Holder/Attribution | Shares | Notes |
|---|---|---|
| Jan H. Loeb (aggregate beneficial) | 69,218 | 3.1% of 2,199,308 shares outstanding as of 10/6/2025 |
| Breakdown (within beneficial total) | ||
| – Individual Retirement Account | 7,940 | Included in total |
| – Steinberg Family Trust | 6,000 | Included in total |
| – Kollel Simchas Chaim | 4,000 | Included in total |
| – Son | 9,800 | Included in total |
| – Tide Realty Capital | 2,913 | Included in total |
- Pledging/Hedging: No pledges disclosed for Loeb in the ownership footnotes; Company policy prohibits officers and directors from hedging or monetization transactions in Company securities .
- Insider trades (last two years disclosed in proxy appendix):
| Date | Transaction | Shares | Source |
|---|---|---|---|
| 03/12/2024 | Other Acquisition or Disposition | 3,632 | Proxy Appendix A |
Governance Assessment
-
Strengths
- Independent status; high meeting attendance; service as Investment Committee Chair and member of Nominating and Compensation committees enhances oversight and liquidation execution capabilities .
- Meaningful ownership (3.1%) aligns incentives; diversified personal/family/affiliate holdings disclosed for transparency .
- Company prohibits hedging; no pledging disclosed for Loeb—positive alignment signal .
- Board/Shareholder engagement led to 2023 overhaul eliminating director participation in the Retention Bonus Plan; directors’ benefits waived/converted to stock for participating directors (Loeb excluded), improving alignment optics .
-
Watch items / potential red flags
- Activism/cooperation dynamics: Loeb joined via 2023 cooperation agreement with Leap Tide; 2025 cooperation with Star Equity includes provisions that reference Loeb’s potential 2026 renomination—ongoing activist oversight implies pressure on governance and strategy continuity .
- Board communications: No direct shareholder-to-Board communication process; management-centric channel may be viewed as limiting independent director access to investors .
- Compensation Committee cadence: Only one meeting in FY2024; investors may monitor the committee’s depth of engagement given liquidation strategy complexities .
-
Shareholder voting signals (2025 Annual Meeting)
- Say-on-Pay: 1,392,477 For vs 31,202 Against; 362 Abstain; 38,531 broker non-votes—indicative of ~97.8% approval of votes cast, signaling investor support for compensation approach .
- Director election: Richard B. Smith received 1,394,282 For vs 29,759 Withhold; 38,531 broker non-votes .
Related Party / Conflicts
- Loeb-specific: No related party transactions involving Loeb were disclosed; he is not a participant in the Retention Bonus Plan, and he did not receive the 2023 director Stock Plan share grants issued to participating directors .
- Company-level related party disclosure (for context): Lease with a not-for-profit chaired by then-Board Chairman Paul Lamb was approved by independent directors; no Loeb involvement noted .
Notes on Committee Structure and Liquidation Oversight
- Investment Committee (Chair: Loeb) oversees the process to maximize value from the plan of liquidation, including entitlements and asset sale recommendations to the full Board .
- Nominating Committee (members include Loeb) manages Board composition/nominees; all members are independent .
- Compensation Committee: Oversight of executive and director compensation; independent membership; met once in FY2024; Loeb served during FY2024 .