Stacy J. Kanter
About Stacy J. Kanter
Independent director (age 66); joined OPY’s Board in October 2023. Former Head of Global Capital Markets and partner at Skadden, Arps (partner until 2019); extensive experience in securities offerings, leveraged transactions, restructurings and M&A. J.D., Brooklyn Law School; B.S., University at Albany Massry School of Business. Chair of the Nominating & Corporate Governance Committee; member of the Compensation and Compliance Committees; independence affirmed by the Board; 100% attendance in 2024 across Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skadden, Arps, Slate, Meagher & Flom LLP | Head of Global Capital Markets; Partner | Partner until 2019 (led practice across US/Asia/Europe/LatAm) | Led strategy/operations; business development; client relationship management; risk assessment; talent development; advised on financing, liability management, restructurings, M&A |
| U.S. District Court, E.D.N.Y. | Law Clerk to Hon. Raymond J. Dearie | 1986–1987 | Judicial clerkship; legal research and drafting |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Applied Therapeutics, Inc. | Independent Director | 2019 | Public company directorship; no OPY-identified interlock conflicts disclosed |
| New York Law Institute | Board member (non-profit) | N/A | Non-profit board service |
Board Governance
- Independence: Board determined Kanter is independent under NYSE rules; 7 of 9 current directors independent .
- Committee assignments: Chair, Nominating & Corporate Governance; member, Compensation and Compliance .
- Attendance: 100% overall; Board 7/7; Compensation 1/1; Compliance 4/4; Nominating 2/2 (2024) .
- Board effectiveness: Nominating Committee (chaired by Kanter) conducted Board effectiveness/self-assessment in 2024 and oversaw CEO succession planning .
- Governance practices: Corporate Governance Guidelines and all committee charters posted; no Code of Conduct waivers in 2024 or to date in 2025 .
| 2024 Meetings | Count |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 5 |
| Compensation Committee | 2 |
| Compliance Committee | 4 |
| Nominating & Corporate Governance Committee | 2 |
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,500 |
| Stock Awards (Grant-date fair value) | $119,670 |
| Option Awards | $0 |
| Total | $210,170 |
| 2024 Fee Schedule (Directors) | Detail |
|---|---|
| Annual Retainer | $50,000 |
| Board Meeting Fees | $5,000 in-person; $2,000 tele/virtual per meeting |
| Committee Meeting Fees | $1,000 per meeting |
| Lead Director & Audit Chair | $25,000 (additional) |
| Other Committee Chairs | $15,000 (additional) |
Performance Compensation
| Award Type | Grant Date | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| Restricted Stock (directors) | Jan 25, 2024 | 3,000 | 25% at 6 months; 25% on each subsequent 1-year anniversary (Jul 24, 2024; Jan 24, 2025; Jan 24, 2026; Jan 24, 2027) | |
| Restricted Stock (directors) | Jan 29, 2025 | 1,500 | 25% on Jul 28, 2025; Jan 28, 2026; Jan 28, 2027; Jan 28, 2028 | |
| Options | N/A | — | — | No option awards to Kanter in 2024 |
| Equity Realization (2024) | Amount |
|---|---|
| Shares Acquired on Vesting (2024) | 750 |
| Value Realized on Vesting (2024) | $41,055 |
- Director equity grants are time-based restricted stock; no performance metrics (TSR/EBITDA/etc.) disclosed for director compensation. Awards under the 2024 Incentive Plan; grant-date fair values per plan valuation methodology .
- Clawback policy updated Oct 2023; incentive-based compensation and stock awards subject to recovery in event of restatement; restricted stock awards agreements include clawback provisions .
Other Directorships & Interlocks
| Entity | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Applied Therapeutics, Inc. | Independent Director | Not disclosed in OPY proxy | OPY discloses no compensation committee interlocks; Kanter not party to related party transactions; no interlocking relationships exist between OPY’s Board/Comp Committee and other entities |
Expertise & Qualifications
- Capital markets and corporate transactions: Led Skadden’s Global Capital Markets; advised corporates and PE on financing, liability management, restructurings, M&A .
- Governance and risk: Brings significant legal knowledge, corporate governance, and risk management experience to OPY’s Board .
- Education: J.D. (Brooklyn Law School); B.S. (University at Albany Massry School of Business) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Class A) as of Mar 1, 2025 | 1,500 shares; less than 1% [10,427,360 Class A shares outstanding] |
| Vested Shares (2024) | 750 shares vested; $41,055 value realized |
| Ownership Guidelines | Directors must hold ≥6,000 shares within 3 years of joining Board; all sitting directors either meet or are on track |
| Hedging/Pledging | Prohibits short selling and trading in derivatives on OPY stock; directors and executives restricted accordingly |
Governance Assessment
- Board effectiveness: As Nominating & Corporate Governance Chair, Kanter led work on Board composition/effectiveness, annual review of governance guidelines, director education, and CEO succession oversight—signals of active, engaged governance .
- Independence & engagement: Independence affirmed; 100% attendance; service on Compensation and Compliance Committees adds oversight breadth .
- Compensation alignment: Director pay mix balanced between cash fees and time-based equity; fee schedule transparent; no director options; clawbacks in place—supportive of investor alignment .
- Ownership alignment: Current beneficial stake is modest (1,500 shares; <1%), but OPY requires directors to reach 6,000 shares within 3 years and notes all are on track—watchpoint until guideline is met .
- Conflicts/related party: No compensation committee interlocks; Kanter has not been a party to related party transactions; Audit Committee reviews any related party transactions; as of Dec 31, 2024, no director/executive indebtedness to OPY—low conflict risk .
- Shareholder voting: 2025 Annual Meeting elected all nine directors with 97,348 votes for each (100% of votes cast); auditor ratification also unanimous—strong support from voting Class B stockholders .
RED FLAGS: None disclosed specific to Kanter. Watchpoint: current share ownership below guideline threshold until full compliance reached within the 3-year window .
Additional Reference Details
- Committee compositions and independence confirmations across Audit, Compensation, Compliance, and Nominating committees are documented; Compensation Committee comprised solely of independent directors .
- Governance documents/charters and Code of Conduct posted publicly; no waivers in 2024/2025—supports governance integrity .