Avram Glazer
About Avram A. Glazer
Avram A. Glazer, age 64, has served as an independent director and Chairman of the Board of INNOVATE Corp. (NYSE: VATE) since May 2020. He is principal of Lancer Capital LLC, Executive Co‑Chairman and Director of Manchester United Plc (NYSE: MANU), and holds a business degree from Washington University in St. Louis (1982) and a J.D. from American University Washington College of Law (1985) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zapata Corporation | President & CEO | Mar 1995 – Jul 2009 | Led a U.S. public company; later Board Chairman (Mar 2002 – Jul 2009) |
| Zapata Corporation | Chairman of the Board | Mar 2002 – Jul 2009 | Governance leadership |
Previously served as Chairman & CEO of Safety Components International and Omega Protein Corporation, and as a director of Specialty Equipment Corporation (tenures not disclosed) .
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Manchester United Plc (NYSE: MANU) | Executive Co‑Chairman & Director | Current | Large‑cap public company governance experience |
Board Governance
- Independence: The Board’s February 2025 review affirmed Mr. Glazer is independent under NYSE standards and company guidelines; he also meets committee independence requirements .
- Roles: Chairman of the Board; Chair, Nominating & Governance Committee .
- Committee structure and meetings in 2024: Board (11), Audit (5), Compensation (8), Nominating & Governance (2) .
- Attendance: Each director attended >75% of Board and committee meetings; all then‑serving directors attended the 2024 Annual Meeting .
- Board leadership: INNOVATE separates Chairman and CEO; Chairman (Mr. Glazer) presides over Board and stockholder meetings and ensures information flow between management and Board .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual non‑employee director retainer | $52,500 | Paid quarterly in arrears |
| Non‑Executive Chairman fee | $23,625 | Paid quarterly in arrears |
| Nominating & Governance Committee Chair fee | $9,000 | Paid quarterly in arrears |
| Total cash fees actually paid (FY 2024) | $85,125 | Matches policy components |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant‑date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | Jun 18, 2024 | 16,101 | $90,000 | 100% on earlier of Jun 18, 2025 or 2025 Annual Meeting; service‑based |
| Basis for fair value | Jun 18, 2024 | — | $5.59 per share closing price (adjusted for reverse split) | ASC 718 methodology |
No director performance metrics (e.g., revenue/EBITDA/TSR) tied to director equity awards were disclosed; RSAs vest solely based on continued service .
Other Directorships & Interlocks
| Company/Entity | Relationship | Detail |
|---|---|---|
| Lancer Capital LLC | Controlled by Mr. Glazer | Significant shareholder and financing counterparty to INNOVATE and affiliates |
| PBCIC (Florida not‑for‑profit) | Related to Mr. Glazer; he is on its board | Company subleased special purpose space to PBCIC (Dec 2023); leases later assigned to entities controlled by Mr. Glazer (Mar 2024) |
| DBM Global, Inc. | Majority‑owned subsidiary of INNOVATE | Not an interlock for Mr. Glazer; fees disclosed for another director (Brian Goldstein) |
Expertise & Qualifications
- Significant holding company and operational expertise; prior leadership of public companies and board service across public/private entities .
- Board considered his track record in creating stockholder value and multi‑board leadership in nominating slate composition .
Equity Ownership
| Holder | Beneficial Ownership (Common) | % of Common Outstanding | As‑Converted % (incl. A‑3/A‑4 Pref) | Notes |
|---|---|---|---|---|
| Avram A. Glazer (incl. Lancer Capital LLC & affiliated trusts) | 6,809,739 | 51.1% | 49.1% | Includes Lancer Capital, LHG Trust, KAG Trust, Avram Glazer Irrevocable Exempt Trust, and 37,621 directly held shares; 16,101 RSAs vesting in 2025 |
| Shares outstanding (record date for 2025 AGM) | 13,283,218 (common); 549,884 as‑converted from A‑3/A‑4 Pref | — | Total voting 13,833,102 | For percentage computation context |
| Convertible Notes held by Lancer Capital | $2.0mm principal (7.50% due 2026) | — | Convertible into 47,265 shares | Interest earned $150,000 in 2024 and 2023 |
| Series C Preferred conversion (Lancer Capital) | 31,286 shares Series C (converted) | — | 4,469,390 common shares | Conversion approved Jun 18, 2024 |
- Pledging/Hedging: Company policy prohibits pledging and hedging, with limited exceptions subject to CFO approval and strict thresholds; no pledging by Mr. Glazer was disclosed .
Governance Assessment
-
Positive signals
- Independent Chairman separate from CEO, supporting oversight quality and clear accountability .
- Active committee leadership (Chair, Nominating & Governance) and >75% attendance with full annual meeting attendance, indicating engagement .
- Substantial equity ownership aligns interests with shareholders; RSAs provide ongoing alignment through time‑based vesting .
-
RED FLAGS / Conflict risks
- Extensive related‑party interactions: rights offering backstop and large Series C Preferred conversion into 4,469,390 shares; concentration of voting power at ~49–51% may influence outcomes and raises minority shareholder governance risk .
- Lancer Capital financing relationships: holding company convertible notes and high‑cost loans to an affiliate (R2 Technologies) with 20% interest and escalating exit fees ($7.9mm as of Dec 31, 2024), plus a new $5.0mm default fee risk by Aug 1, 2025; creates potential conflicts over terms and prioritization .
- Related‑party real estate arrangements (sublease/lease assignments to entities controlled by Mr. Glazer) require continued scrutiny under related‑party review procedures .
-
Independence oversight
- Despite the above, the Board’s February 2025 independence review reaffirmed Mr. Glazer’s independence for NYSE and committee purposes, underscoring formal compliance; investors should still monitor transaction review rigor and execution under the Corporate Governance Guidelines .
Notes on Director Compensation Structure
| Item | 2024 Policy/Practice | Year‑over‑Year Shift |
|---|---|---|
| Cash vs Equity Mix | Cash fees ($85,125 actual) plus RSAs ($90,000 grant‑date value) | Equity remains time‑based; no options; structure steady year‑over‑year by policy |
| Equity Form | RSAs, single‑year vest | No performance conditions disclosed; time‑based only |
Related Party Transactions (Detail)
- Rights Offering/Private Placement: Lancer Capital backstopped a $19mm rights offering; advanced $25mm Series C Preferred; after settlement, purchased ~6,286 additional Series C shares; total gross proceeds to INNOVATE $35mm; Series C later converted (post stockholder approval) into 4,469,390 common shares .
- Convertible Notes: Lancer Capital held $2.0mm of INNOVATE 7.50% 2026 notes; $150,000 annual interest; convertible into 47,265 common shares .
- R2 Technologies debt: Prior notes consolidated into a $20.0mm 20% note (Jan 31, 2024), maturity extensions, amended exit fees (11.90% plus $1mm monthly accruals through Nov 2024; $7.9mm total exit fees at year‑end), further extension to Aug 1, 2025 with ongoing fee accruals and $5.0mm default fee if unpaid by maturity .
- Real Estate: Sublease to PBCIC (Dec 2023) and subsequent lease assignments to entities controlled by Mr. Glazer (Mar 2024) .
Director Compensation (FY 2024 Actuals)
| Director | Fees Earned (Cash) | Stock Awards (RSAs) | All Other Compensation | Total |
|---|---|---|---|---|
| Avram A. Glazer | $85,125 | $90,000 | — | $175,125 |
Committee Memberships (as of proxy date)
| Director | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Avram A. Glazer | — | — | Chair |
| Meetings Held (2024) | 5 | 8 | 2 |
Summary
- Mr. Glazer brings deep holding company and public board leadership, serves as independent Chairman and N&G Chair, and maintains strong attendance and engagement .
- His substantial ownership aligns incentives, but extensive related‑party financing and transactions via Lancer Capital and affiliated entities present ongoing conflict‑of‑interest risks and minority shareholder considerations; continued rigorous application of the company’s related‑party review procedures is critical .