Independent
Tenure on this board
0.6 yrs
2 nominees · 4 ballot items.
Election of two Class III directors; approval of the AMREP Corporation 2026 Equity Compensation Plan; advisory approval of executive compensation (say-on-pay); and ratification of appointment of Rosenberg Rich Baker Berman, P.A. as independent registered public accounting firm for 2027.
Elect two Class III directors (Timothy S. McNaney and Albert V. Russo) to serve until the 2029 annual meeting and until their successors are elected and qualified.
Approve the company’s 2026 Equity Compensation Plan to provide equity-based awards (options, restricted stock, RSUs, DSUs, SARs, dividend equivalents) with up to 500,000 shares available; seeks shareholder approval to meet NYSE listing requirements and IRC incentive stock option requirements.
The proposal asks shareholders to approve the AMREP Corporation 2026 Equity Compensation Plan, which the Board adopted subject to shareholder approval. Management seeks this approval to ensure the share reserve under the Plan meets NYSE listing requirements and to permit grants of incentive stock options that conform with the Internal Revenue Code. The Plan would authorize up to 500,000 shares for awards including options, restricted stock, restricted stock units, deferred stock units, stock appreciation rights, dividend equivalent rights and other equity-based awards, with specific per-participant and per-year limits and various governance controls (administration by the Compensation and Human Resources Committee, vesting, change-in-control provisions, and discretionary performance criteria). Management emphasizes the Plan’s purpose as a recruiting and retention tool to align employee and director interests with shareholder value, and discloses that existing 2016 Plan expires September 19, 2026. The Board unanimously recommends a vote FOR, stating shareholder approval is required for exchange listing and tax treatment and noting specific potential awards to directors. Key governance features include committee administration, limits on awards per participant, anti-dilution adjustments on corporate events, change-in-control provisions, and tax compliance language (Section 409A, Section 162(m)). Investors should evaluate dilution (500,000 share cap) relative to outstanding shares (~5.3M), potential for backdating/timing risks (company lacks formal timing policy for awards), and whether the performance criteria and limits adequately constrain management discretion; the Plan gives the Committee broad discretion on grant timing, vesting, and performance goals, which could lead to liberal awards. Given management’s rationale tied to competitiveness in talent retention and standard plan features, the Board’s FOR recommendation is defensible, but shareholders should weigh dilution and governance safeguards when deciding.
Non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) shareholder vote to approve executive compensation as disclosed. Management argues that the company’s compensation policies and reported pay are appropriate and that shareholder feedback via this advisory vote will be considered by the Compensation and Human Resources Committee in future decisions. The vote is routine under Dodd-Frank and is non-binding; however, a negative vote could prompt the Committee to revise compensation practices or engage with shareholders. The proxy discloses detailed elements of pay, including recent base salary increases, cash bonuses awarded to the CEO and CFO, equity awards, and an employment agreement for the CEO providing significant termination protections and change-in-control treatment. The Board recommends a vote FOR, asserting that the compensation is aligned with company performance. Analysts should consider the magnitude of recent cash bonuses, CEO employment agreement severance (200% multiples, acceleration of equity), and the company’s disclosed pay-versus-performance table when assessing alignment of pay with long-term shareholder value.
Ratify the Audit Committee's appointment of Rosenberg Rich Baker Berman, P.A. as the company’s independent auditor for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ROBOTTI ROBERT | 9.35% | 497,869 | $14M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.47% | 184,778 | $5M |
| 3 | Cerity Partners LLC | 3.17% | 169,022 | $5M |
| 4 | Truffle Hound Capital, LLC | 3.00% | 160,000 | $5M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.82% | 149,932 | $4M |
| 6 | JB CAPITAL PARTNERS LP | 2.65% | 141,360 | $4M |
| 7 | Cresset Asset Management, LLC | 2.43% | 129,230 | $4M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 2.24% | 119,200 | $3M |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 2.09% | 111,423 | $3M |
| 10 | GATE CITY CAPITAL MANAGEMENT, LLC | 1.61% | 85,749 | $2M |
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