Lance Laifer
About Lance Laifer
Independent director (age 61) serving on IPM’s board since October 2016; prior board member of AVM Software (Paltalk) from 1999 until IPM’s 2016 merger with AVM . Background spans investment management and digital media: CEO of Blue Frog Open Track Media Management (since 2018), Old Forge Media Management (since 2013), Old Forge Asset Management (since 2011), and Laifer Capital Management (since 1992); previously CEO of Wapiti Capital Management and director at ValueVision (1992–1995) . IPM’s board has determined Laifer is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AVM Software (Paltalk) | Director | 1999–Oct 2016 | Long-tenured governance through AVM’s merger into IPM |
| ValueVision | Director | 1992–1995 | Early public-company board experience |
| Wapiti Capital Management | Chief Executive Officer | Prior to Old Forge (dates not specified) | Investment management leadership |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Blue Frog Open Track Media Management | Chief Executive Officer | 2018–Present | Private media/management firm |
| Old Forge Media Management | Chief Executive Officer | 2013–Present | Private social media advertising network |
| Old Forge Asset Management | Chief Executive Officer | 2011–Present | Private investment firm |
| Laifer Capital Management, Inc. | Chief Executive Officer | 1992–Present | Investment firm |
Board Governance
- Committees and roles:
- Audit Committee member; committee is three independent directors and met four times in 2024 .
- Nominating & Corporate Governance Committee member; acted once by written consent in 2024 .
- Strategic Transactions Committee chair; committee met three times in 2024 .
- Board structure and independence:
- Board held six meetings in 2024; each director attended at least 75% of aggregate meetings of the board and committees served .
- Laifer is independent; overall board has a majority of independent directors .
- CEO also serves as Chair; no Lead Independent Director (board does not plan to establish one) .
- Risk oversight and conduct:
- Audit committee reviews related-party transactions and risk policies .
- Code of Conduct and insider trading policy prohibit hedging and pledging by directors without CFO approval .
- Compensation recovery (clawback) policy in place .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $21,000 | Standard for independent directors (unchanged for 2025) |
| Committee membership fees | $12,000 | $4,000 per committee; Laifer served on Audit, Nominating, Strategic Transactions |
| Committee chair fee | $4,000 | Strategic Transactions Committee chair (non-audit chairs at $4,000) |
| Total cash fees | $37,000 | Reported in Director Compensation Table |
Mix signal: In 2024, cash fees $37,000 vs option grant fair value $20,588, indicating heavier cash component for director pay that year .
Performance Compensation
| Grant Date | Award Type | Shares | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Mar 20, 2024 | Nonqualified Stock Options | 8,000 | $2.78 | Vests in 4 equal quarterly installments during 2024; all vested as of year-end | $20,588 |
| Jan 7, 2025 | Nonqualified Stock Options | 15,000 | $2.01 | Vests in 4 equal quarterly installments during 2025; 3,750 vested by Mar 24, 2025 | — |
| Mar 27, 2025 | Nonqualified Stock Options | 10,000 | $1.83 | Vests in 4 equal quarterly installments during 2025; 2,500 vested by Mar 24, 2025 | — |
- Outstanding options (as of Dec 31, 2024): 56,000 shares underlying options .
- Outside director equity award cap under 2025 LTIP: $100,000 fair value per calendar year; additional $100,000 allowance for one-time awards to newly appointed/elected outside directors .
No director performance metrics (TSR/EBITDA/etc.) tied to director compensation are disclosed; equity awards vest on time-based schedules .
Other Directorships & Interlocks
| Company | Capacity | Period | Notes |
|---|---|---|---|
| ValueVision | Director | 1992–1995 | Public company directorship (historical) |
| AVM Software (Paltalk) | Director | 1999–Oct 2016 | Pre-merger AVM board service (historical) |
- No current public-company interlocks disclosed for Laifer; notable board-level related party exposure via Newtek Bank credit facility and Newtek board representative Barry Sloane (not Laifer), with audit committee oversight of related-party transactions .
Expertise & Qualifications
- Finance/Accounting, Investor Relations, Capital Markets listed among board skills for Laifer .
- Decades in investment management and social media marketing provide capital markets and strategic transactions expertise .
Equity Ownership
| Holder/Source | Shares Beneficially Owned | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Lance Laifer | 430,845 | 4.6% | Includes options exercisable within 60 days and indirect holdings via funds |
| Hilltop Partners, L.P. | 354,109 | — | Beneficially owned; Laifer controls voting/disposition via Laifer Capital Management (LCM) |
| Hilltop Offshore, Ltd. | 14,486 | — | Beneficially owned via LCM |
| Options vesting detail | See footnote | — | Vested/deemed vested tranches from 2017–2025: multiple 6,000/8,000 grants fully vested; 2025 grants partially vested (3,750; 2,500) |
- Ownership guidelines: Not disclosed for directors.
- Hedging/pledging: Prohibited without CFO approval; no pledging or hedging by Laifer disclosed .
Governance Assessment
- Strengths:
- Independent director with meaningful ownership (4.6%), aligning incentives with shareholders .
- Active committee leadership (Strategic Transactions chair) and service on Audit and Nominating; board and committee attendance at or above 75% in 2024, indicating engagement .
- Audit committee independence and mandate over related party transactions provides governance guardrails .
- Watch items / RED FLAGS:
- Combined CEO/Chair with no Lead Independent Director reduces independent oversight; board does not plan to appoint a lead independent director .
- Board-level related party transaction: $1,000,000 revolving credit facility with Newtek Bank; while overseen under the related party policy, Newtek’s chairman/CEO is an IPM director (Barry Sloane), elevating conflict sensitivity (not directly involving Laifer) .
- Compensation committee did not use an independent compensation consultant in 2024, which can be a governance optics issue (again, board-level) .
Overall, Laifer’s independence, ownership, and committee workload support investor confidence; board structural issues (CEO/Chair, no LID) and related-party banking relationship warrant continued monitoring at the board level .
Notes
- Board & Meeting Data: Six board meetings in 2024; Audit (4), Compensation (2), Nominating (1 by consent), Strategic Transactions (3) .
- Director cash retainer policy: Base $21,000; $4,000 per committee; chair fees—Audit $6,000; other chairs $4,000; unchanged for 2025 .
- Legal proceedings: None material involving directors/officers, enhancing baseline integrity .