Clipper Realty Inc.
For the period ended Jun 17, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2026 · Filed Apr 30, 2026
Contents
PROXY STATEMENT
TABLE OF CONTENTS
| GENERAL | 6 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 6 |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS | 12 |
| INFORMATION ABOUT THE BOARD | 15 |
| BOARD STRUCTURE AND LEADERSHIP | 15 |
| EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS | 15 |
| DIRECTOR INDEPENDENCE | 16 |
| BOARD MEETINGS | 16 |
| BOARD COMMITTEES | 16 |
| AUDIT COMMITTEE REPORT | 19 |
| CORPORATE GOVERNANCE | 20 |
| GOVERNANCE DOCUMENTS | 20 |
| CODE OF BUSINESS CONDUCT AND ETHICS | 20 |
| ROLE OF THE BOARD IN RISK OVERSIGHT | 20 |
| INSIDER TRADING POLICY | 21 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 21 |
| ANTI-HEDGING POLICIES | 21 |
| EQUITY GRANT TIMING PRACTICES | 21 |
| DELINQUENT SECTION 16(a) REPORTS | 22 |
| COMMUNICATIONS WITH THE BOARD | 22 |
| NOMINATION PROCESS FOR DIRECTOR CANDIDATES | 23 |
| AUDIT COMMITTEE FINANCIAL EXPERIENCE | 24 |
| AUDIT COMMITTEE PRE-APPROVAL POLICY | 25 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 25 |
| BOARD ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS | 25 |
| PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 26 |
| PROPOSAL NO. 3 – ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 27 |
| EXECUTIVE OFFICERS | 28 |
| EXECUTIVE COMPENSATION | 29 |
| PAY VERSUS PERFORMANCE | 34 |
| DIRECTOR COMPENSATION | 35 |
| STOCK OWNERSHIP | 36 |
| PRINCIPAL STOCKHOLDERS | 36 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 39 |
| DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS | 42 |
| STOCKHOLDER PROPOSALS | 43 |
| OTHER MATTERS | 43 |
GENERAL
This proxy statement (the “Proxy Statement”) and accompanying proxy card are available beginning on or about April 30, 2026, in connection with the solicitation of proxies by the Board of Directors of Clipper Realty Inc., for use at the 2026 Annual Meeting of Stockholders, which we may refer to alternatively in this Proxy Statement as the “Annual Meeting.” We may refer to Clipper Realty Inc. in this Proxy Statement as the “Company,” “we,” “us” or “our,” and we may refer to our Board of Directors as the “Board.” A copy of our Annual Report for the 2025 fiscal year, including audited financial statements, is being made available simultaneously with this Proxy Statement to each stockholder.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.