R. Lawrence Roth
About R. Lawrence Roth
Independent director (age 67) who joined the OPY Board in July 2018. Roth is Managing Partner of RLR Strategic Partners LLC (since Oct 2016), and previously served as CEO of Cetera Financial Group (2014–2016), CEO of Realty Capital Securities (2013–2014), and CEO of AIG Advisors Group (2006–2013). He began as an accountant at Deloitte & Touche and is a CPA, with a B.A. from Michigan State, J.D. from University of Detroit School of Law, and Harvard Business School’s Owner/President Management Program credential . He is designated an independent director under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cetera Financial Group | Chief Executive Officer | May 2014 – Sep 2016 | Led nation’s 2nd-largest independent broker-dealer network (>9,000 advisors; ~$200B client assets) |
| Realty Capital Securities | Chief Executive Officer | Sep 2013 – May 2014 | Leadership in independent wealth management |
| AIG Advisors Group | Chief Executive Officer | Jan 2006 – Sep 2013 | Ran one of largest independent broker-dealer networks |
| Deloitte & Touche | Accountant (CPA) | Early career | Accounting foundation; CPA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RLR Strategic Partners LLC | Managing Partner | Oct 2016 – Present | Consulting firm leadership |
| Kingswood Acquisition Corp. (SPAC) | Lead Independent Director | Oct 2020 – Mar 14, 2024 (resigned) | SPAC board experience |
Board Governance
- Independence: Board determined Roth is independent; 7 of 9 directors deemed independent under NYSE rules .
- Committee assignments: Chair, Compensation Committee; Member, Compliance Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: 100% overall; Board 7/7; Compensation 2/2; Compliance 4/4; Nominating & Corporate Governance 2/2 .
- Board effectiveness: Nominating & Corporate Governance Committee conducted a 2024 board effectiveness and self-assessment review and reported to the Board .
- Compliance oversight: Compliance Committee regularly receives reports on regulatory exams, whistleblowing, and meets with the CCO outside management’s presence at each meeting .
- Governance context: A.G. Lowenthal holds 97.5% of Class B stock and intends to vote those shares; independent directors operate amid a controlled voting structure .
- CEO comp oversight: Compensation Committee approves compensation for A.G. Lowenthal and R.S. Lowenthal annually and administers equity/comp plans .
Attendance Detail
| Body | Meetings Attended | Attendance Rate |
|---|---|---|
| Board | 7 of 7 | 100% |
| Compensation | 2 of 2 | 100% |
| Compliance | 4 of 4 | 100% |
| Nominating & Corporate Governance | 2 of 2 | 100% |
Fixed Compensation
2024 Director Cash & Equity (Roth)
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $92,500 |
| Stock Awards (grant-date fair value) | $119,670 |
| Total | $212,170 |
Fee Structure (2024)
| Item | Amount |
|---|---|
| Annual Retainer | $50,000 |
| Board Meeting Fees | $5,000 in-person; $2,000 telephone/virtual per meeting |
| Committee Meeting Fees | $1,000 per meeting |
| Lead Director & Audit Chair Retainer | $25,000 |
| Committee Chairs (except Audit) | $15,000 |
Notes: As Compensation Committee Chair, Roth is eligible for the $15,000 chair retainer in addition to meeting fees and annual retainer .
Performance Compensation
Director Equity Grants and Vesting
| Grant | Grant Date | Shares | Vesting Schedule |
|---|---|---|---|
| Annual director RSU (time-based) | Jan 25, 2024 | 3,000 | 25% at 6 months (Jul 24, 2024) and 25% on each one-year anniversary (Jan 24, 2025; Jan 24, 2026; Jan 24, 2027) |
| Annual director RSU (time-based) | Jan 29, 2025 | 1,500 | 25% on Jul 28, 2025; Jan 28, 2026; Jan 28, 2027; Jan 28, 2028 |
The proxy describes director awards as time-based restricted stock; no performance conditions are indicated for director equity .
2024 Vested Shares and Realized Value (Roth)
| Metric | 2024 Value |
|---|---|
| Shares Acquired on Vesting | 2,625 |
| Value Realized on Vesting | $114,549 |
Unvested Director Equity Outstanding (as of Dec 31, 2024)
| Grant Reference | Unvested Shares | Market Value at 12/31/24 |
|---|---|---|
| 2022 Grant (2,500 shares total) | 625 | $40,056 |
| 2023 Grant (2,500 shares total) | 1,250 | $80,113 |
| 2024 Grant (3,000 shares total) | 2,250 | $144,203 |
Market values reference OPY Class A closing price $64.09 on Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Role | Dates |
|---|---|---|
| Kingswood Acquisition Corp. | Lead Independent Director | Oct 2020 – Mar 14, 2024 (resigned) |
- Compensation Committee Interlocks: None. No interlocking relationships exist between OPY’s Board/Compensation Committee and the board/compensation committee of any other entity; no Compensation Committee member (including Roth) has been an OPY officer/employee or party to a related-party transaction under Company policy .
Expertise & Qualifications
- CPA; foundational accounting experience at Deloitte & Touche .
- Deep leadership experience in large independent broker-dealer networks (AIG Advisors Group; Cetera Financial Group) .
- Legal training (J.D.) and advanced executive program (HBS OPM) .
- Strategic and deal experience as operator, advisor, and entrepreneur .
Equity Ownership
| Item | Detail |
|---|---|
| Class A Shares Beneficially Owned (as of Mar 1, 2025) | 13,375; less than 1% of Class A outstanding |
| Class B Shares Beneficially Owned | None |
| Director Ownership Guideline | Expected to hold ≥6,000 shares of Class A; 3 years to reach threshold |
| Guideline Compliance Status | All sitting directors either meet or are on track |
| Trading/Derivatives Policy | Directors and officers prohibited from short selling and dealing in publicly-traded options or other derivatives related to OPY stock |
Governance Assessment
-
Strengths:
- Independent director with 100% attendance across Board and all assigned committees in 2024 .
- Chairs Compensation Committee; committee comprised of independent directors and operates with clawback oversight and risk-sensitive pay practices .
- Robust compliance oversight framework at Board level (independent CCO reporting, whistleblower oversight, regulatory exam review) .
- No compensation interlocks or related-party transactions involving Compensation Committee members .
- Equity ownership guideline promotes alignment; directors on track or compliant; derivative restrictions reduce hedging risk .
-
Watch items / potential red flags:
- Controlled company dynamics: A.G. Lowenthal owns 97.5% of Class B stock and has indicated voting intent, which can limit the practical influence of independent directors on contested matters .
- Director equity awards are time-based (not performance-conditioned), which may reduce pay-for-performance sensitivity for directors versus performance-vested structures .
-
Shareholder oversight signals:
- Section 16(a) compliance fully up to date for directors and officers in FY2024 .
- Board conducted a 2024 effectiveness and self-assessment review and maintains governance guidelines and education program .
Overall: Roth’s background in broker-dealer leadership, legal and accounting training, and strong committee engagement (as Compensation Chair) support governance effectiveness. The primary structural governance risk is the concentrated voting control of Class B shares, not director-specific conduct .