Warren G. Lichtenstein
About Warren G. Lichtenstein
Executive Chairman of Steel Partners Holdings GP Inc.; age 59; director since 2009; founder of Steel Partners; BA in Economics from the University of Pennsylvania (studied at Tulane and Penn) . SPLP’s performance in 2024 showed revenue growth and strong EBITDA expansion, with Net Income of $261.6M*; cumulative TSR (fixed $100) tracked 101.90 (2022), 95.24 (2023), and 101.33 (2024), indicating a dip in 2023 and recovery in 2024 . He is designated to the board by SP General Services LLC (the Manager), and the Company has combined Chairman/CEO leadership with no Lead Independent Director; all three committees are fully independent .
| Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | — | $1,488,546,000* | $1,573,623,000* |
| EBITDA ($) | — | $221,789,000* | $290,938,000* |
| Net Income ($) | $206,165,000 | $154,002,000 | $271,222,000 |
| TSR – $100 Initial Value | $101.90 | $95.24 | $101.33 |
Note: Asterisk (*) indicates values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aerojet Rocketdyne Holdings (AJRD) | Director; Chairman; Executive Chairman | Director 2008–2022; Chair 2013–2016; Exec Chair 2016–2022 | Governance and strategic oversight in aerospace/defense . |
| Steel Connect, Inc. | Chairman; Executive Chairman; interim CEO | Chair 2013–2016; Exec Chair since 2016; interim CEO 2016 & since Dec 4, 2018 | Turnaround and portfolio management across supply chain services . |
| SL Industries, Inc. | Director; Chairman; CEO | Director 2002–2008; CEO 2002–2005; Director 2010–2016 | Led power electronics and motion control business; later acquired by SPLP . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Steel Excel Inc. | Director; Chairman | Director since Oct 2010; Chairman since May 2011 | Operating and capital allocation oversight . |
| Steel Sports, Inc. | Founder | Founded 2011 | Youth sports platform aligned with SPLP values . |
| Steel Foundation; Federal Law Enforcement Foundation | Director | — | Non-profit leadership and network influence . |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2022 | — | — | — | $125,000 (FTC HSR filing fee) | Incentive units paid to SPH SPV triggered HSR filing. |
| 2023 | — | — | — | — | Services provided via Manager; no Company cash comp. |
| 2024 | — | — | — | — | Services provided via Manager. |
- Messrs. Lichtenstein and Howard do not receive Company salary; they are compensated by the Manager and/or affiliates, which cannot isolate amounts attributable solely to SPLP service .
Performance Compensation
| Component | Metric | Target/Payout Formula | Actual (2024) | Vesting/Conversion | Notes |
|---|---|---|---|---|---|
| Incentive Units (Manager/SPH SPV) | SPLP equity value increase | 15% of annual equity value appreciation allocated via Class C units | 76,323 Class C Units issued Mar 7, 2025 for FY 2024; automatically converted to LP Units | Class C Units convert when capital account equals LP unit; 2024 units converted immediately | Lichtenstein is sole managing member of SPH SPV . |
| Prior Year Reference | SPLP equity value increase | Same | 200,253 Class C Units for FY 2022 (paid Mar 21, 2023) | Converted per plan | No Class C Units issued for FY 2023 . |
- SPLP does not grant options/SARs as part of its program .
Equity Ownership & Alignment
| As of Mar 27, 2025 | Number of LP Units | % of Outstanding | Breakdown |
|---|---|---|---|
| Warren G. Lichtenstein | 9,640,774 | 50.3% | 793,636 directly; 1,485,000 via WGL Capital LLC; 5,279,428 via Steel Partners, Ltd. (SPL); 2,082,710 via SPH SPV (incl. 1 unit in Howard sub-account) . |
| Series A Preferred Units (personal) | 416,948 | — | Holds Series A units; no voting rights except limited matters . |
Additional alignment controls:
- LP Unit ownership guidelines: Corporate executive officers in LTIP expected to hold 3x base salary; retention of 100% of net-after-tax units until compliant .
- Insider trading policy: forbids hedging/monetization; prohibits pledging and margin purchases absent pre-clearance; discourages derivatives trading; trading windows and pre-clearance required .
Employment Terms
| Item | Terms | Data Point |
|---|---|---|
| Management Agreement | Manager (SP General Services LLC) manages Company affairs; provides Executive Chairman and President services; Board supervises; Manager employees are not paid by Company | Employees provided via Manager; no Company cash comp for Lichtenstein . |
| Management Fee | 1.5% of total partners’ capital; payable quarterly; subject to adjustment | $15,056,000 fee in FY 2024 (net of $31,000 reimbursements for Company asset use) ; $12,490,000 in FY 2023 (net of $150,236) . |
| Reimbursable Expenses | Company reimburses Manager costs (travel, legal, etc.) | $2,532,000 in FY 2024 (all business-related air travel) ; $4,623,000 in FY 2023 (majority air travel) . |
| Incentive Units | 15% of equity value appreciation; classified as Class C units; convert to LP Units per capital account parity | 2024 issuance: 76,323 Class C Units (converted to LP) ; 2022 issuance: 200,253; none in 2023 . |
| Term/Termination | Auto-renews annually; Company/Manager mutual termination rights on breach, misconduct, insolvency, change of control conditions; Manager may terminate if board majority originally elected/approved by Manager no longer constitutes majority unless replacements approved by Manager | Governance leverage by Manager . |
Change-in-control/severance:
- SPLP’s Second A&R 2018 Plan provides double-trigger acceleration of equity awards; Lichtenstein had no outstanding restricted LP units, so no direct CIC vesting .
Board Governance
- Board composition: seven directors; five elected by unitholders and two designated by Manager (Lichtenstein and Howard) .
- Independence: five independent directors; committees (Audit, Compensation, Corporate Governance & Nominating) are fully independent .
- Structure: Combined Chairman/CEO leadership for the Company; no Lead Independent Director; independent directors hold executive sessions .
- Attendance: Board met 9 times in 2024; all directors met ≥75% attendance; independent directors meet in executive session; Audit Committee met six times; Compensation three; Corporate Governance two .
- Director compensation: Executive directors (e.g., Lichtenstein) are not separately compensated as directors .
- NOL protective provisions: Unitholders approved three-year extension (to May 23, 2028) of LP Agreement Section 4.9 restricting ownership transfers to protect ~$350.7M NOLs; 4.25% ownership threshold with transfer-blocking mechanisms .
Compensation & Governance Signals
| Item | 2024/2025 Outcome |
|---|---|
| Say-on-pay & frequency | Unitholders approved advisory vote on NEO compensation and annual frequency (May 23, 2025) . |
| Listing status | Voluntary NYSE delisting (filed Apr 21, 2025); deregistration planned; trading moved to OTCQX on May 2, 2025 . |
Equity & Performance Reference
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | — | $1,488,546,000* | $1,573,623,000* |
| EBITDA ($) | — | $221,789,000* | $290,938,000* |
| Net Income ($) | $206,165,000 | $154,002,000 | $271,222,000 |
Note: Asterisk (*) indicates values retrieved from S&P Global.
Related Party Transactions & Red Flags
- Management Agreement economics (1.5% of partners’ capital plus Incentive Units) create potential pay-for-performance link via equity value but also introduce conflicts; Manager termination right tied to board composition adds governance leverage .
- Large beneficial ownership and control: Lichtenstein beneficially owns ~50.3% of LP units (including via SPL, WGL, SPH SPV); SPL indicated voting intentions on proposals .
- Reimbursed perquisites: Significant business-related air travel reimbursements ($2.53M in 2024; $4.62M in 2023) .
- Delisting/deregistration: Reduced disclosure cadence and potential trading liquidity constraints .
- Hedging/pledging restrictions: Policy prohibits hedging/pledging without strict pre-clearance; minimizes misalignment risks .
Employment Terms (Detailed)
| Clause | Description |
|---|---|
| Manager’s scope | Provides executive services and broader management; may serve other entities; conflicts controlled via independent director approval or fairness standards . |
| Fee computation | Quarterly computations delivered to Audit Committee; advances permitted; net settlement on next quarter start . |
| Restrictions | Manager cannot consummate conflicted transactions without independent director consent . |
| Steel Services agreements | Monthly fees to J. Howard, Inc. ($1,246) and SPL & affiliates ($6,072) for services, adjustable annually . |
Investment Implications
- Alignment: Incentive Units tie Manager’s upside to SPLP equity value increases; Lichtenstein’s >50% beneficial ownership strongly aligns interests with unitholders, supported by hedging/pledging prohibitions .
- Governance risk: Combined Chair/CEO model without a Lead Independent Director and Manager board designation rights concentrate control; Manager’s termination rights linked to board composition are a red flag for minority investors .
- Liquidity/Transparency: Voluntary NYSE delisting and SEC deregistration shift trading to OTCQX and alternative reporting, potentially reducing liquidity, analyst coverage, and disclosure timeliness—raising required return and widening potential valuation discount .
- Selling pressure: Incentive Unit conversions (e.g., 76,323 LP units from FY 2024 performance) increase free float incrementally; monitor subsequent Form 4s and SPH SPV distributions for supply effects .
- Performance backdrop: 2024 profitability improvement (EBITDA and Net Income) and TSR recovery underpin pay-for-performance narrative; however, governance structure may cap valuation multiples despite operational progress .
All references:
- Board, compensation, ownership, governance and incentive units: .
- NYSE delisting and OTCQX transition: .
- Annual meeting outcomes: .
- Insider trading/hedging/pledging policy: .
Note: Financial values marked with asterisk (*) were retrieved from S&P Global.