Howard E. Friedman
SinclairAbout Howard E. Friedman
Independent director of Sinclair, Inc. since January 2015; age 59 as of the 2025 proxy. Founding partner of Lanx Management LLC (hedge fund of funds) and former co-founder, publisher & CEO of Watermark Press. He served as president and then chairman of AIPAC (2006–2010), and holds multiple nonprofit board roles; the Board cites his finance, management, and investment skills as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lanx Management LLC | Founding Partner | Not disclosed | Finance/investment expertise |
| Watermark Press, Inc. | Co-founder, Publisher & CEO | Not disclosed | Operating leadership |
| AIPAC | President; Chairman | 2006–2010 | National policy leadership |
| American Israel Educational Foundation | President | 2010–2012 | Nonprofit leadership |
| The Associated: Jewish Community Federation of Baltimore | Past Chair of Board | Not disclosed | Community governance |
| Baltimore Jewish Council | President | Not disclosed | Advocacy leadership |
| JTA—Global News Service of the Jewish People | President | Not disclosed | Media governance |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Union of Orthodox Jewish Congregations of America | Honorary Chairman | Current | Nonprofit |
| Touro College and University System | Board Member | Current | Academic |
| Talmudical Academy | Board Member | Current | Academic |
| Simon Wiesenthal Center | Board Member | Current | Nonprofit |
| Lightstone Value Plus REIT I, Inc. | Board Member | Current | REIT (public company) |
Board Governance
- Independence: The Board determined Friedman is independent under Nasdaq rules .
- Committees and Chairs:
- Compensation Committee member; committee met 31 times in 2024 .
- Nominating & Corporate Governance Committee Chair; committee met once in 2024 .
- Attendance and engagement: Board held eight meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings. Friedman attended the 2024 annual meeting via telephone; policy encourages director attendance at annual meetings .
- Board structure and control context:
- Controlled Company: Smith brothers collectively hold over 50% voting power; certain Nasdaq independence requirements do not apply to the full Board .
- No lead independent director; independent director presides over special committees when formed .
- Controlling Stockholders own 81.0% of total voting power as of March 17, 2025 .
Fixed Compensation
| Item | 2024 |
|---|---|
| Cash fees (retainer + meeting/chair fees) | $115,000 |
| Equity grant (unrestricted shares) | 18,943 shares; grant-date fair value $230,820 at $12.19/share |
| Policy detail (non-employee directors) | $35,000 annual retainer; $7,500 Audit Chair; $6,000 Compensation Chair; $6,000 Nominating Chair; $2,000 per Board meeting; $2,500 Audit meeting; $1,500 other committee meetings; annual unrestricted Class A stock grant upon (re)election |
| Total 2024 Director Compensation | $345,820 |
Performance Compensation
| Metric | 2024 |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity grants are unrestricted shares for service (not performance-conditioned) |
Executive pay context (for governance signal): Say-on-Pay approval in 2024 was ~93%, and the company adopted a cash-based Annual Incentive Plan in February 2025; these relate to executive officers, not directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Risk |
|---|---|---|
| Lightstone Value Plus REIT I, Inc. | Director | No related-party transactions with Sinclair disclosed involving Friedman; Audit Committee oversees related persons per policy . |
Expertise & Qualifications
- Finance/investment and management expertise; cited by Board as qualifications .
- Extensive nonprofit leadership; national policy exposure via AIPAC roles .
Equity Ownership
| Metric | 03/17/2025 | 06/06/2025 |
|---|---|---|
| Beneficial ownership (Class A) | 74,314 shares; less than 1% of outstanding | 92,398 shares after award under Stock Incentive Plan |
| Shares pledged as collateral | 59,601 shares | n/a |
| Shares outstanding (A + B classes) | 69,544,840 (45,769,784 Class A; 23,775,056 Class B) | n/a |
Citations:
- Beneficial ownership and “<1%” indicator ; pledged shares .
- June 6, 2025 Form 4 shows award of 18,084 shares; post-transaction holdings 92,398 .
Insider Trades
| Date | Transaction | Shares | Code | Post-Holdings |
|---|---|---|---|---|
| 06/06/2025 | Equity award under Stock Incentive Plan | 18,084 | A | 92,398 |
| 10/10/2023 | Acquisition (non-derivative) | 12,053 | A/P (as reported) | 55,371 (historical) |
Governance Assessment
- Strengths:
- Independent status; active roles on key committees (Compensation member; Nominating Chair) .
- Attendance at or above 75% thresholds; engagement indicated by high Compensation Committee cadence (31 meetings) .
- Director compensation uses equity grants, aligning with shareholder interests .
- RED FLAGS / Risk Indicators:
- Pledging of 59,601 shares as collateral under personal loans or margin accounts (alignment risk) ; company insider policy permits pledging, while hedging is prohibited .
- Controlled Company status with 81% voting power by Smith brothers may limit minority shareholder influence over director elections and governance reforms .
- No Lead Independent Director; independent oversight relies on committee structures rather than Board-level leadership .
- Related Party Transactions:
- Audit Committee oversees related person transactions; no Friedman-specific related-party dealings disclosed .
Implications: While Friedman’s independence and committee leadership are positives, pledging of shares and the Controlled Company framework are notable governance risks for investor alignment and board effectiveness .