David Saltzman
About David Saltzman
David Saltzman is an independent Class I director (age 63) serving since April 2013. His background spans philanthropy, asset management, and public service; he earned a Master’s in Public Policy & Administration from Columbia University and a Bachelor’s degree from Brown University, and was named one of Time’s 100 Innovators in 2001 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Atria Institute | Co-founder | Not disclosed | Not disclosed |
| Two Sigma Investments | Partner | 2017–2021 | Not disclosed |
| Robin Hood Foundation | Executive Director; currently Board member | Exec Director 1989–2016; current director | Led major philanthropy; board service |
| NYC Board of Education | Special Assistant to the President | ~3 years (not dated) | Not disclosed |
| NYC Department of Health | Ran AIDS education programs | Not disclosed | Public health programming |
| NYC Human Resources Administration | Public service with homeless families | Not disclosed | Social services |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Robin Hood Foundation | Board member | No | Non-profit board service |
| Two Sigma Investments | Former Partner | No | Past role; not current |
| The Atria Institute | Co-founder | No | Not disclosed as public |
No other current public company directorships disclosed for Saltzman .
Board Governance
- Board classification: Class I; term expires 2026; Board size 7; staggered three-year terms .
- Independence: Board determined Saltzman is independent under NYSE Rule 303A; no material relationship with the Company .
- Committees: Compensation Committee Chair; committee composed entirely of independent directors (Hebard, Addas, Finnerty, Saltzman (Chair)) .
- Attendance: In 2024, the Board met 10 times; no director attended fewer than 75% of Board and committee meetings; all then-current directors attended the 2024 annual meeting .
- Executive sessions: Independent director presides; Company does not have a lead independent director .
- Compensation Committee report signed by Saltzman as Chair in 2025; no interlocks or insider participation identified .
Fixed Compensation
| Component | Structure | 2024 Amount (Saltzman) | 2023 Amount (Saltzman) |
|---|---|---|---|
| Annual director fee (cash) | $125,000 cash paid in Dec (electable in stock) | $135,000 (incl. half of chair fee in cash) | $135,000 |
| Annual director equity | $150,000 in common stock issued after annual meeting | $160,010 (incl. half of chair fee in stock) | $160,001 |
| Committee chair fees | $20,000 for Audit/Comp; $10,000 for Nominating/Regulatory; paid half in stock after annual meeting, half in cash in Dec | Included in amounts above | Included in amounts above |
| Total (Saltzman) | Cash + Stock | $295,010 | $295,001 |
Notes:
- Independent directors receive a total annual fee of $275,000 split $150,000 in stock and $125,000 in cash; chair fees are incremental .
- No meeting fees disclosed; affiliated directors are not separately compensated .
Performance Compensation
| Item | Details |
|---|---|
| Performance-linked director awards | None disclosed; director equity is time-based common stock grants tied to annual retainer; no RSUs/PSUs for directors disclosed |
| Options (directors) | As of Dec 31, 2024, other than 1,000 options held by Ms. Le Melle and Mr. Sloves, none of the non-employee directors (including Saltzman) held any option awards or unvested stock awards |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee Interlocks | None |
| Shared directorships with competitors/suppliers/customers | Not disclosed; none indicated in proxy |
Expertise & Qualifications
- Philanthropy leadership (Robin Hood), asset management (Two Sigma), and public sector experience (NYC education/health/social services) .
- Academic credentials in public policy (Columbia) and liberal arts (Brown); recognized innovator (Time 100) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Date |
|---|---|---|---|
| David Saltzman | 110,794 | <1% | Apr 9, 2025 |
| David Saltzman | 96,274 | <1% | Apr 11, 2024 |
Additional alignment and policies:
- Director Stock Ownership Guidelines: Non-employee directors must hold stock valued at 4x the portion of the annual fee paid in cash; until met, must retain at least 50% of net-after-tax shares from equity awards .
- Anti-hedging & pledging policy: Directors, officers, employees are prohibited from hedging, short-selling, margin trading, or pledging Company securities .
Governance Assessment
-
Strengths:
- Independence affirmed; Compensation Committee fully independent with Saltzman as Chair .
- Attendance threshold met; full annual meeting attendance in 2024 .
- Clear anti-hedging/pledging policy supports alignment .
- Transparent director compensation mix; equity component promotes alignment; ownership guidelines require meaningful holdings .
- Say-on-pay support: 82% approval in 2024; annual advisory vote cadence; active investor engagement .
-
Potential risks/RED FLAGS:
- Combined CEO/Chair structure; no lead independent director (mitigated by presiding independent at executive sessions) .
- No individual director meeting attendance percentages disclosed (only threshold) .
- No disclosed performance metrics for director equity (fixed retainer-based grants) .
Overall, Saltzman’s tenure, independence, and role as Compensation Committee Chair, coupled with ownership policies and anti-hedging rules, support board effectiveness and investor alignment; absence of interlocks and related-party exposure further reduces conflict risk .