Paul M. Friedman
About Paul M. Friedman
Independent director (age 69) serving since 2015; currently Lead Director and Chair of the Compliance Committee at Oppenheimer Holdings Inc. (OPY). Prior experience includes 27 years at Bear Stearns culminating as COO of the Fixed Income Division (1981–2008), Managing Director for business development at Mariner Investment Group (2008–2009), and Senior Managing Director/COO at Guggenheim Securities (2009–2015), bringing deep operational and risk management expertise in financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear Stearns & Co. Inc. | COO, Fixed Income Division | 1981–2008 | Operational leadership, risk management |
| Mariner Investment Group, LLC | Managing Director, Business Development | 2008–2009 | Strategic growth |
| Guggenheim Securities LLC | Senior Managing Director & COO | 2009–2015 | Firm-wide operations, compliance oversight |
External Roles
- No current public company directorships disclosed for Mr. Friedman in the 2025 proxy .
Board Governance
- Roles: Lead Director; Chair, Compliance Committee; Member, Compensation; Member, Nominating & Corporate Governance .
- Independence: Determined independent under NYSE and company guidelines; Lead Director role designed to assure Board independence and preside over executive sessions .
- Executive sessions: Independent directors meet without management; Lead Director chairs these sessions .
- Attendance (2024): 100% overall; Board 7/7, Compensation 2/2, Compliance 4/4, Nominating & Corporate Governance 2/2 .
| Governance Attribute | Status/Detail |
|---|---|
| Independence | Independent director |
| Lead Independent Director | Yes; presides over executive sessions; liaison to Chair/CEO; agenda consultation |
| Committee Memberships | Compliance (Chair); Compensation; Nominating & Corporate Governance |
| 2024 Attendance | Board 7/7; Compensation 2/2; Compliance 4/4; Nominating 2/2; 100% overall |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 125,000 | 119,670 | — | 244,670 |
Director fee structure (2024):
| Component | Amount |
|---|---|
| Annual Retainer | $50,000 |
| Board Meeting Fee (in person) | $5,000 per meeting |
| Board Meeting Fee (phone/virtual) | $2,000 per meeting |
| Committee Meeting Fee | $1,000 per meeting |
| Lead Director & Audit Chair Stipend | $25,000 |
| Other Committee Chair Stipend | $15,000 |
Note: Mr. Friedman’s cash/equity mix in 2024 was approximately 51% cash and 49% equity, reflecting alignment with shareholder interests via restricted stock awards .
Performance Compensation
Stock awards (non-employee director program):
| Grant Date | Shares Granted | Vesting Schedule | Fair Value/Noted Amount |
|---|---|---|---|
| Jan 27, 2022 | 2,500 | 25% on Jul 26, 2022; Jan 26, 2023; Jan 26, 2024; Jan 26, 2025 | — |
| Jan 26, 2023 | 2,500 | 25% on Jul 25, 2023; Jan 25, 2024; Jan 25, 2025; Jan 25, 2026 | — |
| Jan 25, 2024 | 3,000 | 25% on Jul 24, 2024; Jan 24, 2025; Jan 24, 2026; Jan 24, 2027 | $119,670 (2024 stock award value reported) |
| Jan 29, 2025 | 1,500 | 25% on Jul 28, 2025; Jan 28, 2026; Jan 28, 2027; Jan 28, 2028 | — |
Outstanding unvested director stock awards (as of 12/31/2024):
| Grant Cohort | Unvested Shares | Market Value at 12/31/2024 |
|---|---|---|
| 2022 grant | 625 | $40,056 |
| 2023 grant | 1,250 | $80,113 |
| 2024 grant | 2,250 | $144,203 |
Policy notes:
- Awards under the 2024 Incentive Plan; directors received 3,000 restricted shares on Jan 25, 2024; vesting quarterly/annually as above .
- No option awards to non-employee directors; Company has granted very limited options since 2006 .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee Interlocks | No interlocking relationships with other entities’ boards/comp committees; no related-party transactions among members (incl. Friedman) per company policy |
Expertise & Qualifications
- Extensive operational leadership and risk management in capital markets; deep financial services industry knowledge; enhances Board oversight of compliance and regulatory risk .
- Lead Director responsibilities include presiding over independent director sessions, agenda consultation, and liaison functions to strengthen Board independence and effectiveness .
Equity Ownership
| Ownership Metric | Amount/Status |
|---|---|
| Beneficial Ownership (Class A) | 23,375 shares via the Paul M. Friedman Living Trust; less than 1% |
| Ownership Guideline | Directors expected to hold ≥6,000 shares; all sitting directors meet or are on track |
| Guideline Compliance | Exceeds guideline (23,375 > 6,000) |
| Unvested Restricted Shares (as of 12/31/2024) | 625 (2022 cohort); 1,250 (2023); 2,250 (2024) |
| Hedging/Shorting Policy | Prohibits short selling and derivative transactions by directors and immediate family |
| Section 16(a) Filings | Company reports all directors/officers complied with filing requirements for 2024 |
Governance Assessment
- Strengths: Independent Lead Director with 100% attendance; chairing Compliance Committee amid comprehensive oversight of compliance, AML, and whistleblowing channels; robust executive session structure supports independent challenge of management .
- Alignment: Meaningful stock ownership exceeding director guideline; regular time-vested equity grants; no options; fee/award mix balanced; policy restrictions on hedging/derivatives enhance alignment .
- Engagement: Active participation across Compensation and Nominating & Corporate Governance; involvement in CEO succession oversight and board effectiveness/self-assessment processes .
- Shareholder signals: Director elections at 2025 Annual Meeting received full support from Class B stockholders (no withholds) indicating board stability; note concentrated Class B control by A.G. Lowenthal (97.5%) dominates outcomes .
RED FLAGS and Watch Items:
- Concentrated voting control in Class B stock (97.5% held by A.G. Lowenthal) may limit minority shareholder influence on governance and elections; monitor for robust independent oversight to counterbalance control .
- No disclosed related-party transactions involving Friedman; Compensation Committee membership noted as free of related-party conflicts; continue to monitor given the family leadership transition dynamics .
References
- OPY DEF 14A (Mar 14, 2025): Director bios, roles, attendance, committee reports, director compensation, ownership, policies .
- OPY 8-K (May 6, 2025): Annual Meeting vote results for director elections .