Robert S. Lowenthal
About Robert S. Lowenthal
Robert S. “Rob” Lowenthal (age 48) becomes CEO of Oppenheimer Holdings Inc. and Oppenheimer & Co. Inc. effective at the close of the May 5, 2025 annual meeting, after serving as President since 2021 and Head of Investment Banking since 2016; he joined the Company in 1999 and has been a director since May 2013; he holds a BA from Washington University in St. Louis and an MBA from Columbia University . The Compensation Committee ties senior executive pay to total shareholder return (TSR), net income, and total revenue; OPY’s TSR (value of $100 initial investment) rose to $238 in 2024 while revenue grew to $1,432.5M and net income to $71.2M, framing a pay-for-performance context for 2024 awards . The committee also explicitly assessed Investment Banking revenue and pre-tax income, enterprise revenue and pre-tax income, and qualitative leadership contributions (risk management, cybersecurity, creation of the CMDP, and dual-role execution) in setting Mr. Lowenthal’s 2024 award .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oppenheimer Holdings Inc. / Oppenheimer & Co. Inc. | CEO (effective) | May 5, 2025– | CEO succession appointed by Board; continuity of strategy and risk governance . |
| Oppenheimer Holdings Inc. / Oppenheimer & Co. Inc. | President | 2021–2025 | Led senior management; chaired Opco Management Committee; co-chaired Risk Management Committee; advanced cyber and risk initiatives and CMDP creation considered in pay decisions . |
| Oppenheimer & Co. Inc. | Head of Investment Banking | 2016–2021 | Oversaw M&A, restructuring, private placements, equity/debt capital markets . |
| Oppenheimer & Co. Inc. | Global Head of Fixed Income | 2007–2016 | Led taxable and tax-exempt FI sales and trading . |
| Oppenheimer Holdings Inc. | SVP & Chief Information Officer | 1999–2007 | Modernized core infrastructure and information systems . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external roles disclosed in filings reviewed . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $300,000 |
| All Other Compensation ($) | $0 | $0 | $8,200 (parking) |
Performance Compensation
- 2024 determination framework included Company TSR, Company revenue and pre-tax income, Investment Banking revenue and pre-tax income, and qualitative leadership/risk/cyber contributions; committee retains discretion (no fixed weights disclosed) .
| Incentive Type | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-Equity Incentive (Cash) ($) | $5,000,000 | $4,500,000 | $7,000,000 (incl. $1,050,000 mandatory CMDP deferral; $380,000 elective deferral) |
| Stock Awards – Grant Date Fair Value ($) | $1,935,500 | $900,400 | $743,600 |
- 2024 realized pay for Mr. Lowenthal (salary + vested equity + cash incentive): $8,022,833 .
Equity Grants and Vesting
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Jan 27, 2022 | 50,000 | $1,935,500 | Cliff vest after 5 years . |
| Jan 25, 2023 | 20,000 | $900,400 | Cliff vest after 5 years . |
| Jan 25, 2024 | 20,000 | $743,600 | Cliff vest after 5 years . |
| Jan 30, 2025 | 15,000 | $1,085,700 (grant FV) / $1,087,800 at $72.38 close reference | Cliff vest after 5 years . |
Performance Metrics Table (used in incentive decisions)
| Metric | Weighting | Target | Actual | Payout Linkage | Notes |
|---|---|---|---|---|---|
| Total Shareholder Return (Company) | Not disclosed | Not disclosed | 2024 TSR value of $238 per $100 initial investment | Discretionary | Identified as one of “most important measures” for CAP/NEO pay . |
| Net Income (Company) | Not disclosed | Not disclosed | $71.247M (2024) | Discretionary | Used for 2024 decisions . |
| Total Revenue (Company) | Not disclosed | Not disclosed | $1,432.496M (2024) | Discretionary | Used for 2024 decisions . |
| Investment Banking revenue and pre-tax income | Not disclosed | Not disclosed | Not disclosed | Discretionary | Specifically cited for Mr. R.S. Lowenthal . |
| Qualitative: risk, leadership, CMDP creation, cybersecurity work | N/A | N/A | Achieved | Discretionary | Explicitly considered for 2024 . |
Equity Ownership & Alignment
| Attribute | Detail |
|---|---|
| Beneficial Ownership (Class A) | 98,330 shares (<1% of Class A) . |
| Beneficial Ownership (Class A breakdown) | 94,103 shares held directly; 4,227 via OPY 401(k) Plan . |
| Beneficial Ownership (Class B) | 650 shares (<1% of Class B) . |
| Outstanding Unvested Stock Awards (as of 12/31/2024) | 38,500 ($2,786,630), 75,000 ($5,428,500), 50,000 ($3,619,000), 20,000 ($1,447,600), 20,000 ($1,447,600); no options . |
| Options | None granted to NEOs in recent years; NEOs not eligible for SARs . |
| Ownership Guidelines | Directors: expected to hold at least 6,000 Class A shares within 3 years; no ownership expectations for Named Executives . |
| Hedging/Short/Derivatives Policy | Prohibits short selling and dealing in publicly-traded options/derivatives on OPY stock by executive officers and directors . |
| Pledging/Margin | Executives may maintain margin accounts on substantially same terms as non-affiliates; during 2024, Mr. R.S. Lowenthal maintained an Oppenheimer margin account (no amounts outstanding reported) secured by margined securities . |
| Insider Trading Controls | Pre-clearance required, quarterly blackout periods, event-specific restrictions, and 10b5-1 plans permitted with General Counsel approval; applies to officers/directors and family/controlled entities . |
| Deferred Compensation | Mandatory CMDP deferral of $1,050,000 for 2024 performance and $380,000 elective deferral; CMDP mandatory bonus deferrals vest ratably over 3 years; elective deferrals 100% vested; company match on elective portion vests by plan terms . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start (Company) | January 1999 . |
| Current Role Tenure | President since 2021; CEO effective May 5, 2025 . |
| Contract Term / Auto-Renewal | Not disclosed in filings reviewed . |
| Severance / Change-in-Control | NEOs other than CFO (Mr. Watkins) are not eligible for separation or change-in-control benefits; thus no severance/CIC payouts for Mr. R.S. Lowenthal per current policy . |
| Non-compete/Non-solicit | Not disclosed in filings reviewed . |
| Post-termination Consulting/Garden Leave | Not disclosed in filings reviewed . |
Board Service & Governance
| Item | Detail |
|---|---|
| Board Tenure | Director since May 2013; Board attendance 7/7 in 2024 . |
| Independence | Not independent (son of Chairman/CEO A.G. Lowenthal) . |
| Committee Roles (Board) | Audit, Compensation, Nominating & Governance, and Compliance committees are comprised of independent directors; membership rosters do not include R.S. Lowenthal . |
| Director Compensation | Executive directors (A.G. and R.S. Lowenthal) receive no Board compensation; non-employee directors receive cash retainers, meeting fees, and stock awards . |
| Lead Independent Director | Paul M. Friedman; continues as Lead Independent Director . |
| Control / Dual-role Implications | A.G. Lowenthal controls ~97.5% of Class B voting stock and 32.0% of Class A, enabling control of all matters requiring stockholder approval; both A.G. (Chairman) and R.S. (incoming CEO/Director) are not independent—governance mitigants include majority-independent Board and Lead Independent Director structure . |
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Revenue ($) | $1,110,941,000 | $1,248,825,000 | $1,432,496,000 |
| Net Income ($) | $32,110,000 | $30,272,000 | $71,247,000 |
| OPY TSR: $100 Initial Investment (Year-end Value) ($) | $160 | $164 | $238 |
| Peer Group TSR: $100 Initial Investment (Year-end Value) ($) | $141 | $180 | $187 |
Say-on-Pay & Shareholder Feedback
| Year | Proposal | Result (Class B vote) |
|---|---|---|
| 2023 | Advisory vote on executive compensation | Approved: 97,344 For; 2 Against; 4 Abstain; 396 broker non-votes . |
Compensation Committee & Peer Group
- Compensation Committee: Independent directors; Chair R. Lawrence Roth; members include Timothy M. Dwyer, Paul M. Friedman, and Stacy J. Kanter; committee oversees senior executive compensation and approved CD&A inclusion .
- Benchmarking Peer Group (2024): Included Piper Sandler & Co., Stifel Financial Corp., Raymond James Financial, Inc., Evercore Inc. (committee used peer data to inform decisions) .
Related Party Transactions and Conflicts
- Family relationships: R.S. Lowenthal is the son of A.G. Lowenthal (Chairman and current CEO); A.G. controls 97.5% of Class B voting stock; a grandson of A.G. (and nephew of R.S.) is an employee in the Equities Division; the Company reports related persons are compensated on standard terms and that Audit Committee reviews related party transactions .
- Margin accounts: Certain directors and executives, including A.G. and R.S. Lowenthal, maintained margin accounts at Oppenheimer during 2024 on substantially the same terms as non-affiliates; no outstanding balances reported at year-end .
Investment Implications
- Alignment and retention: Large non-equity incentive for 2024 ($7.0M) was partially deferred ($1.05M mandatory CMDP; $0.38M elective), and multi-year equity awards cliff-vest over five years—together this reduces near-term selling pressure and supports retention, but shifts realizable value into 2027–2030 vesting windows .
- Performance linkage: 2024 awards were explicitly tied to Company TSR, net income, and revenue, as well as Investment Banking results and qualitative leadership (risk and cyber), which improved materially in 2024; this supports a pay-for-performance linkage for the year analyzed .
- Governance risk: Control by Class B holder (A.G. Lowenthal), combined with dual executive/director roles and non-independence of both A.G. and R.S., heightens governance risk; mitigants include seven independent directors and a Lead Independent Director .
- Policy safeguards: Prohibitions on shorting/derivatives and robust insider trading controls (blackouts, pre-clearance, 10b5-1 plan oversight) limit improper trading; however, the presence of margin accounts indicates potential collateralization risk if OPY shares are held on margin, warranting monitoring of Form 4 activity around large vesting dates .
Monitoring priorities: Track Form 4s for any 10b5-1 plan adoptions/sales; watch CMDP vesting and equity cliff-vest dates (2027–2030) for potential selling windows; review future say-on-pay outcomes and any changes to severance/CIC terms as CEO role transitions in 2025 .