Albert G. Lowenthal
About Albert G. Lowenthal
Albert G. Lowenthal (age 79) has served on OPY’s Board since 1985 and is Not Independent. He has been Chairman of the Board and Chief Executive Officer since 1985; in February 2025 OPY announced he will step down as CEO at the close of the 2025 annual meeting, continue as Chairman, and serve as Executive Chairman of Oppenheimer & Co. Inc. . He attended 100% of Board meetings in 2024 (7 of 7) and has worked in the securities industry since 1967, building the company’s stockholders’ equity from $5 million to $850 million as of December 31, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oppenheimer Holdings Inc. (OPY) | Chairman & Chief Executive Officer | 1985–May 2025 (CEO), continues as Chairman | Led strategy and growth; equity expanded from $5mm to $850mm; 100% Board meeting attendance in 2024 |
| Oppenheimer Holdings Inc. (OPY) | Chairman (post-Meeting) | From May 5, 2025 | Board leadership with separate CEO (R.S. Lowenthal) |
| Oppenheimer & Co. Inc. | Executive Chairman | From May 5, 2025 | Executive oversight at operating subsidiary post-CEO transition |
| Securities Industry | Various roles | Since 1967 | Long-tenured industry experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Phase II Financial L.P. | Sole General Partner | Not disclosed | Record holder of 3,115,768 OPY Class A shares |
| Phase II Financial Inc. | Owner/Controller | Not disclosed | Holder of record of all 97,128 OPY Class B shares controlled by A.G. Lowenthal |
No other public company directorships were disclosed for A.G. Lowenthal .
Board Governance
- Independence: Not Independent; father of Director and incoming CEO, Robert S. Lowenthal .
- Roles: Chairman of the Board; not listed as a member of Audit, Compensation, Compliance, or Nominating & Corporate Governance committees (committees are chaired by independent directors: Audit—T. Dwyer; Compensation—R.L. Roth; Compliance—P. Friedman; Nominating—S.J. Kanter) .
- Board leadership: A Lead Independent Director (Paul M. Friedman) presides over executive sessions; board met in person in 2024 and plans to continue in 2025 .
- Attendance: All directors had 100% attendance in 2024; Board held 7 meetings; Audit 5; Compensation 2; Compliance 4; Nominating 2 .
| 2024 Meeting Attendance (A.G. Lowenthal) | Count |
|---|---|
| Board of Directors | 7 of 7 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| Perquisites ($) | $5,750 (parking) | $5,750 (parking) | $6,000 (parking) |
| Deferred Comp Distribution ($) | — | — | $2,458,436 (EDCP distribution; excluded from SCT totals) |
Notes:
- 2025 base salary continued at $500,000 (pre-transition), with post-Meeting compensation to be considered following change in role .
- Nonqualified deferred compensation: 2024 aggregate earnings $269,072; EDCP aggregate balance $2,855,720 at 12/31/23 .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive (Cash Bonus) ($) | $500,000 | $450,000 | $500,000 |
| Stock Awards ($) | $4,838,750 | $1,350,600 | $1,487,200 |
| Equity Grant Details | Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Class A Stock | 1/27/2022 | 125,000 | $4,838,750 | Cliff vest 5 years |
| Restricted Class A Stock | 1/25/2023 | 30,000 | $1,350,600 | Cliff vest 5 years |
| Restricted Class A Stock | 1/25/2024 | 40,000 | $1,487,200 | Cliff vest 5 years |
| Restricted Class A Stock | 1/30/2025 | 32,500 | $2,352,350 | Cliff vest 5 years or upon death |
| Performance Metrics Used for CEO Pay Determination | Description |
|---|---|
| Total Shareholder Return (TSR) | Identified as a most important measure ; PVP table provides TSR values (Company $238; Peer Group $187 for 2024) |
| Net Income | Identified as a most important measure; 2024 net income $71.247 million |
| Total Revenue | Identified as a most important measure; 2024 revenue $1.432 billion |
| Qualitative Metrics | Culture, ethics, risk management, strategic leadership used alongside financial metrics |
Other features:
- No backdating/spring loading; grants at NYSE closing price on grant date .
- Clawback policy adopted 2011; amended March 2017 and October 2023 .
- No change-in-control or separation benefits for Named Executives other than CFO (Watkins) .
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| Family relationships | Father of Robert S. Lowenthal (incoming CEO) | Related-party oversight via Audit Committee; material governance consideration |
| Charles Pruzan (grandson) | Employee, Equities Division | Compensated on same basis as peers; disclosed under related parties |
Historical say-on-pay advisory votes (2011, 2014, 2017, 2020, 2023) affirmed OPY’s compensation practices; specific percentages not disclosed .
Expertise & Qualifications
- 58+ years in securities industry; Chairman/CEO since 1985 .
- Strategic growth track record; equity expanded to $850 million by 12/31/2024 .
- Board succession planning overseen with independent committees and lead director structure .
- Risk management and compliance oversight embedded in board committee design .
Equity Ownership
| Class | Shares | % Outstanding | Ownership Details |
|---|---|---|---|
| Class A | 3,331,601 | 32.0% | 199,331 held directly; 3,115,768 via Phase II Financial L.P.; 16,502 via OPY 401(k) |
| Class B | 97,128 | 97.5% | Record holder Phase II Financial Inc.; intends to vote all Class B shares at the Meeting |
| Outstanding Equity Awards (Unvested at 12/31/2024) | Shares | Market Value ($) |
|---|---|---|
| Restricted Stock Award (1) | 40,000 | $2,895,200 |
| Restricted Stock Award (2) | 110,000 | $7,961,800 |
| Restricted Stock Award (3) | 125,000 | $9,047,500 |
| Restricted Stock Award (4) | 30,000 | $2,171,400 |
| Restricted Stock Award (5) | 40,000 | $2,895,200 |
Director stock ownership guidelines (non-employee directors): expected to accumulate at least 6,000 Class A shares within three years of joining the Board . Employee directors do not receive director compensation .
Insider Trades (Recent)
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|
| 2025-01-30 | 2025-01-29 | Form 4 (J—Other, Acquisition) | 32,500 | 337,500 | Restricted Class A non-voting common stock | |
| 2025-01-30 | 2025-01-28 | Form 4 (J—Other, Disposition) | 77,000 | 305,000 | Restricted Class A non-voting common stock | |
| 2025-01-30 | 2025-01-28 | Form 4 (J—Other, Acquisition) | 39,689 | 199,151 | Class A non-voting common stock | |
| 2024-02-01 | 2024-01-30 | Form 4 (J—Other, Disposition) | 75,472 | 382,000 | Restricted Class A non-voting common stock | |
| 2024-02-01 | 2024-01-30 | Form 4 (J—Other, Acquisition) | 40,683 | 159,462 | Class A non-voting common stock | |
| 2024-01-29 | 2024-01-25 | Form 4 (J—Other, Acquisition) | 40,000 | 457,472 | Restricted Class A non-voting common stock | |
| 2025-02-07 | 2024-12-31 | Form 5 (annual) | — | — | — |
Notes:
- Transactions coded “J—Other” reflect administrative movements related to grant/vesting/deferral arrangements; acquisitions/dispositions mapped as A/D per Form 4 footnotes (see SEC filings) [insider-trades outputs above].
Governance Assessment
Strengths
- Board effectiveness: 100% attendance; independent committees with clear charters; active lead independent director; regular executive sessions .
- Pay governance: Significant at-risk pay; long-term restricted stock with 5-year cliff vest; clawback policy updated 2023; no change-in-control benefits for Named Executives (except CFO per offer letter) .
- Risk oversight: Board and committees oversee financial, operational, compliance, and cybersecurity risks; compensation practices monitored to mitigate excessive risk-taking .
Risks and Red Flags
- Control risk: Dual-class structure; A.G. Lowenthal controls 97.5% of Class B voting shares and 32% of Class A—concentrated voting power; stated intent to vote all Class B shares at the Meeting .
- Related parties: Family interlocks—son (incoming CEO) and grandson employed at subsidiary; Audit Committee reviews related party transactions, but familial ties merit heightened oversight .
- Independence: Not Independent; long-tenured executive Chair; continued executive role at subsidiary post-CEO transition could blur oversight lines without robust lead independent director and committee safeguards .
- Equity award acceleration: 2025 CEO award vests on earlier of 5 years or death; while performance-linked, death-triggered acceleration is shareholder-sensitive .
- Margin accounts: Disclosed margin accounts with “margined securities” as collateral; amounts outstanding were zero as of March 1, 2024, but margin arrangements warrant monitoring for pledging risks .
Director Compensation Note
- Employee directors (A.G. and R.S. Lowenthal) receive no compensation for Board service; non-employee director fee and equity schedules are separate and do not apply to A.G. Lowenthal .
Pay Versus Performance Context
- Compensation Committee identifies TSR, Net Income, and Total Revenue as the most important measures linking pay to performance; 2024 Net Income $71.247 million and Revenue $1.432 billion; 2024 Company TSR value $238 vs peer group $187 .
Say-on-Pay and Shareholder Feedback
- Advisory votes in 2011, 2014, 2017, 2020, 2023 affirmed compensation practices; percentages not provided .
Compliance and Policies
- No tax gross-ups, split-dollar life insurance, or personal legal fee reimbursements; limited perquisites (parking) .
- No stock option grants to Named Executives in recent years; preference for restricted stock awards .
Overall Implications
- The impending separation of Chair and CEO roles post-Meeting should enhance oversight, but concentrated voting control and family interlocks keep governance risk elevated; continued strong independent committee leadership and transparent related-party review are critical to investor confidence .