Allison Nagelberg
About Allison Nagelberg
Independent director at Horizon Kinetics Holding Corporation (HKHC); age 60. Former long-tenured REIT General Counsel (Monmouth Real Estate Investment Corp., UMH Properties), with capital markets, SEC/NYSE compliance, ESG, IR, and risk management experience. Education: BA in Economics & Philosophy (Tufts), MBA in Finance (Rutgers), JD (NYU). Currently serves on HKHC’s Audit (member), Compensation (member), and Nominating & Corporate Governance Committees (Chair), and is designated an Audit Committee financial expert; the board classifies her as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monmouth Real Estate Investment Corp. (NYSE: MNR) | General Counsel | 2000–2019 | Led legal oversight of financial/capital markets/property transactions, ESG, SEC/NYSE compliance, policy analysis, HR, IR, risk management |
| UMH Properties, Inc. (NYSE: UMH) | General Counsel | 2000–2013 | Affiliated public REIT; legal leadership |
| Monmouth Capital Corp. (NASDAQ: MONM) | General Counsel | 2000–2007 | Affiliated public REIT; legal leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GoodHaven Funds Trust | Independent Director | Not disclosed | Independent director of registered fund trust |
Board Governance
- Board structure: Combined Chair/CEO; Lead Independent Director: Daniel J. Roller .
- 2024 Board and committee activity and attendance:
- Board held 2 meetings; all director nominees who served in 2024 attended all meetings .
- Audit Committee: Met 2 times in 2024; Nagelberg is a member; committee oversees financial reporting, auditor independence, RPTs, and compliance; designated as “audit committee financial expert” .
- Compensation Committee: Met 2 times in 2024; Nagelberg is a member .
- Nominating & Corporate Governance Committee: Met 1 time in 2024; Nagelberg is Chair .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 2 | “All board members were in attendance” (committee context) |
| Compensation | Member | 2 | “All board members were in attendance” (committee context) |
| Nominating & Corporate Governance | Chair | 1 | “All board members were in attendance” (committee context) |
- Independence: All members of Audit, Compensation, and Nominating & Governance Committees are independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-management directors) | $100,000 (cash) | Inclusive of all committees; paid quarterly; set Aug 13, 2024 |
| 2024 fees earned (Nagelberg) | $50,000 | Reflects service during 2024; no equity awards |
| Committee fees | None (included in retainer) | Inclusive structure |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | 2024 director stock awards: “–” (none granted) |
| Option awards | None | No director option awards in 2024 |
| Performance metrics | Not applicable | Director pay is cash-only retainer |
| Clawbacks/metrics | Not applicable to director pay | Company maintains clawback for incentive comp (executive policy) |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| GoodHaven Funds Trust | Investment company trust | Independent Director | No disclosed HKHC-related transactions; no interlock noted in proxy |
- No other current public company directorships disclosed for Nagelberg in the HKHC proxy .
Expertise & Qualifications
- Legal/capital markets/REIT operations; ESG and compliance leadership (MNR/UMH/MONM) .
- Audit Committee financial expert designation (SEC definition) .
- Education: Tufts (BA Economics & Philosophy), Rutgers (MBA Finance), NYU (JD) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Allison Nagelberg | 250 | <1% | April 21, 2025 |
- Insider transactions (Form 4):
- 2024-09-05: Open-market purchase of 200 shares at $25.48; post-transaction ownership 200 shares .
- 2024-11-14: Open-market purchase of 50 shares at $38.99; post-transaction ownership 250 shares .
| Date (Txn) | Type | Shares | Price | Post-Ownership | Link |
|---|---|---|---|---|---|
| 2024-09-05 | Purchase | 200 | $25.48 | 200 | https://www.sec.gov/Archives/edgar/data/88000/000143774924028612/0001437749-24-028612-index.htm |
| 2024-11-14 | Purchase | 50 | $38.99 | 250 | https://www.sec.gov/Archives/edgar/data/88000/000143774924035548/0001437749-24-035548-index.htm |
No pledging, hedging, options, or unvested equity disclosed for Nagelberg; only cash director compensation and open-market purchases are reported (and Form 4 URLs above).
Governance Assessment
-
Strengths
- Independent director; designated Audit Committee financial expert; chairs Nominating & Corporate Governance—positive for board process, oversight, and governance hygiene .
- 2024 attendance fully compliant at both board and committee levels; indicates engagement .
- Cash-only director compensation (no option/equity grants) reduces incentive misalignment/option repricing risk; simple, transparent pay .
- Demonstrated ownership alignment via open-market purchases post-merger; albeit small absolute holdings .
-
Potential Concerns / Monitoring Items
- Related-party ecosystem: HKHC discloses revenue-sharing/ownership ties and service agreements with FRMO, CMSC, and WELX; while Nagelberg sits on the Audit Committee that reviews/approves RPTs, concentrated founder/affiliate relationships heighten oversight demands and perceived conflict risk; continued vigilance on Audit/Nominating oversight is warranted .
- Board control/ownership concentration by executives/co-founders is high (e.g., combined beneficial ownership of executive directors near/above 50% individually), which can reduce minority shareholder influence; reinforces the importance of effective independent committee chairs/members like Nagelberg .
-
RED FLAGS to watch
- Expansion/modification of related-party transactions or guarantees with affiliates (e.g., FRMO, CMSC, WELX) without robust independent review .
- Any erosion of independence (committee reshuffles removing independent chairs/members) or attendance slippage .
- Director equity pledging/hedging (none disclosed for Nagelberg) or unusual changes in director fee structure (currently standardized cash retainer) .
-
Context on Tenure
- HKHC completed its merger on August 1, 2024; SLGD’s pre-merger proxy indicated Nagelberg would serve on the combined company’s board post-closing, consistent with her appearance as a director nominee and committee leader in HKHC’s 2025 proxy .
Notes:
- Board leadership: Chairman/CEO combined; Lead Independent Director in place (Roller), providing counterbalance .
- Say-on-pay pertains to executive compensation; not directly relevant to director pay; no director equity program disclosed .