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Two weeks after Douglas Elliman shareholder Brad Tirpak sent a letter to fellow stakeholders seeking votes against chairman Howard Lorber, two independent proxy firms have recommended some of Tirpak’s demands, The Real Deal reported Tuesday.
Last month, Tirpak urged shareholders to vote against a proposal regarding executive compensation at the company’s annual stockholder meeting, which is scheduled for Aug. 21. Tirpak also implored the board to start looking into new options for a full-time chief executive immediately, with Lorber’s contract slated to expire on Dec. 29.
On Tuesday, Tirpak, a Colorado-based managing director with investment company Palm Active Partners Management, published another letter to shareholders announcing that independent proxy advisory firm Institutional Shareholder Services (ISS) recommended that stockholders withhold votes on Lorber. The firm also recommended that stockholders favorable to Tirpak’s proposal elect directors on an annual basis.
Tirpak also announced that independent advisory firm Glass Lewis was in alignment on another one of Tirpak’s recommendations, to vote against a proposal regarding executive compensation, so that executive compensation would be more in line with stockholder returns.
“As a reminder, in the recent proxy statement filed on July 11, 2024 with the Securities and Exchange Commission, stockholders learned that the compensation committee of the board of directors significantly lowered the metrics used to measure the success of the Company when awarding executive bonuses,” Tirpak’s new letter reads. “Management was rewarded for losing money in 2023!”
In the letter dated from July 31, Tirpak criticized Lorber’s leadership at Douglas Elliman as losses ballooned and share prices declined.
Tirpak also brought up sexual assault allegations that had recently come to light against Oren and Tal Alexander, two former top brokers at the firm who had been affiliated with Douglas Elliman for a decade. Given the news about this scandal, Tirpak questioned how Lorber could receive the maximum possible award of his bonus pertaining to Diversity, Equity and Inclusion.
In response to Tirpak’s initial letter, Douglas Elliman told Inman that the company’s board of directors and management team “maintain an open dialogue with, and value constructive input from, our stockholders. The Company continually evaluates options to enhance long-term value and is committed to acting in the best interests of all our stockholders, agents and clients. Douglas Elliman will carefully review Mr. Tirpak’s letter.”
When asked about Tirpak’s second letter, the brokerage asserted, as it has done previously, that it had never received any formal complaint about the Alexanders.
“The Company never received any complaints of sexual assault or harassment in connection to Oren or Tal Alexander, nor was management aware of any such claims,” a statement from the firm said. “Had any such complaints been received, those complaints would have been thoroughly investigated consistent with our policies and procedures.”
Lorber earned more than $4.7 million during 2023, excluding stock awards, which were up by more than $600,000 from 2022, according to documents filed with the Securities and Exchange Commission.
ISS, Glass Lewis and other similar advisory firms often assess corporate governance of public companies and then make recommendations to investors. Both companies weighed in on the re-election of Toyota Motors chairman Akio Toyoda earlier this year, recommending shareholders vote against his re-election, although he ultimately retained his post as chairman.
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