Louis P. DiPalma
About Louis P. DiPalma
Independent director (Class III), age 63, serving since December 2022; chairs the Audit Committee and is designated an SEC/NYSE “audit committee financial expert.” He is Undersea Systems Chief Engineer at Raytheon Technologies (since 1983) and a Rhode Island State Senator (elected 2009), with committee roles in Finance (Chair), Education, and Artificial Intelligence & Emerging Technologies; B.S. in Computer Engineering (University of Bridgeport, 1983) and M.S. in Computer Science (Brown University, 1989) . The Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Technologies Corporation | Undersea Systems Chief Engineer | 1983–present | Led teams of 1,000+ engineers; technical project planning, budgeting, scheduling, fiscal analysis/reporting |
| American Strategic Investment Co. (NYC) | Director (Class III); Audit Committee Chair; Audit Financial Expert | Dec 2022–present; term to 2026 | Chairs Audit Committee; designated “audit committee financial expert”; independence affirmed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rhode Island State Senate | State Senator | 2009–present | Chair: Senate Finance; Member: Education; Member: Artificial Intelligence & Emerging Technologies; Co-chair: Defense Economy Planning Joint Commission; Co-chair: Joint Municipal Shared Services Commission |
Board Governance
- Committee assignments: Audit Committee Chair; committee members: DiPalma, Tuppeny, Radesca; all three designated “audit committee financial experts” .
- Independence: Board determined DiPalma is independent under NYSE/SEC standards .
- Attendance and engagement: Board held 8 meetings in 2024 and acted 5 times by consent; all directors attended all Board and applicable committee meetings; Audit Committee held 4 meetings with full attendance .
- Lead Independent Director: Elizabeth K. Tuppeny serves as Lead Independent Director .
- Risk oversight: Audit Committee oversees accounting, financial, legal, and regulatory risks; Nominating & Corporate Governance Committee oversees independence and related-party transactions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $30,000 | Paid to each independent director |
| Meeting fees (Board/committees) | $2,000 per meeting; $1,500 if via telephone | Daily cap: $2,500 if Board + committee(s) same day |
| Audit Committee Chair meeting premium | $2,500 per Audit Committee meeting; daily cap $3,000 when audit chair | Applies to chair only |
| External event participation | $2,500 per day (<4 hrs) or $5,000 per day (>4 hrs), plus reasonable expenses | Must be solely in capacity as NYC independent director |
| 2024 actual fees (DiPalma) | $59,500 | Director compensation table (cash fees) |
| 2024 equity grant (grant-date fair value) | $63,719 | Director compensation table (stock awards) |
| 2024 total director compensation (DiPalma) | $123,219 | Sum of cash and stock awards |
Performance Compensation
| Element | Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Independent director annual restricted stock grant | Market value $65,000 each annual meeting | Vest 20% per year over 5 years | None disclosed; time-based vesting only (no TSR/revenue/EBITDA metrics) |
| 2024 stock awards (DiPalma) | $63,719 grant-date fair value | Vest per policy above | None disclosed |
No options, PSUs, or performance targets are disclosed for directors; equity awards are restricted shares with purely time-based vesting .
Other Directorships & Interlocks
- No other public company directorships for DiPalma are disclosed in NYC’s proxy; compensation committee interlocks: none in FY2024 .
Expertise & Qualifications
- Designated “audit committee financial expert”; chairs Audit Committee (financial reporting integrity, auditor independence, compliance oversight) .
- Engineering and complex program leadership experience from Raytheon (large teams, technical planning, fiscal analysis) .
- Public policy and budgeting insight from chairing the RI Senate Finance Committee (useful for capital allocation and oversight) .
- Independence under NYSE/SEC rules affirmed .
Equity Ownership
| Metric | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (DiPalma) | 17,647 shares; <1% of class | Record date April 7, 2025 |
| Unvested restricted shares (DiPalma) | 15,115 shares | As of Dec 31, 2024 |
| Director grant policy | $65,000 restricted shares annually; 5-year vest (20%/yr) | Ongoing |
| Insider Form 4 award (RSUs/common) | 7,072 shares (A); securities owned after: 17,647; transaction date: Aug 16, 2024; filing: Oct 11, 2024 | Equity award |
| Insider Form 4 award (RSUs/common) | 6,666 shares (A); securities owned after: 24,313; transaction date: May 30, 2025; filing: Jun 3, 2025 | Equity award |
NYC prohibits hedging, short sales, and trading in publicly traded puts/calls by directors and certain employees, supporting alignment .
Insider Trades (Form 4 summary)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-10-11 | 2024-08-16 | Award (A) | 7,072 | $0 | 17,647 | https://www.sec.gov/Archives/edgar/data/1595527/000110465924108089/0001104659-24-108089-index.htm |
| 2025-06-03 | 2025-05-30 | Award (A) | 6,666 | $0 | 24,313 | https://www.sec.gov/Archives/edgar/data/1595527/000110465925055960/0001104659-25-055960-index.htm |
Governance Assessment
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Strengths:
- Independence affirmed; high engagement with 100% attendance at Board and committee meetings; chairs Audit Committee and is designated an audit financial expert .
- Engineering and fiscal oversight background plus public finance experience enhances audit rigor and risk oversight .
- Hedging prohibition and ongoing time-vested equity grants support alignment, with growing ownership evident in Form 4 awards .
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Considerations/Red Flags to monitor:
- Company has extensive related-party arrangements with AR Global and affiliates, and a controlling stockholder (Bellevue Capital ~56.5%); while related-party transactions are overseen by the nominating and corporate governance committee, the overall governance structure warrants continued scrutiny .
- DiPalma’s concurrent roles (state senator; Raytheon engineer) present potential time-commitment and public-policy conflict considerations; however, NYC disclosed full attendance in 2024 and no specific related-party conflicts involving him .
- Say-on-pay passed with strong support (For: 1,565,545; Against: 64,718; Abstain: 10,756; broker non-votes: 398,686), but as an externally managed structure, executive pay is largely determined by the Advisor, limiting direct board control—ongoing investor sensitivity remains possible .
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Signals:
- Audit oversight appears active (committee meetings, formal report); director equity awards are time-based, not performance-based, which may reduce at-risk pay for directors but is standard practice .
- Ownership build through director grants supports “skin-in-the-game”; monitor for any pledging or hedging (prohibited by policy) and for changes in related-party fee elections (cash vs stock) that affect dilution .