Trinity Place Holdings Inc

Summary Compensation Table

The following table sets forth information concerning all compensation awarded to, earned by or paid to our named executive officers, for all services rendered in all capacities to us and our subsidiaries for the years ended December 31, 2024 and 2023:

(1) The amount reflected in the table represents the aggregate grant date fair value of stock awards granted and calculated in accordance with FASB ASC Topic 718. The annual stock awards approved by the Compensation Committee are generally granted in January of each fiscal year. The grant date of the stock awards included in this column were January 2, 2024, and January 3, 2023. On January 2, 2024, the Compensation Committee approved the grant of an award of 250,000 RSUs to Mr. Messinger, 50,000 RSUs to Mr. Kahn and 12,000 RSUs to Mr. Pyontek. On January 3, 2023, the Compensation Committee approved the grant of an award of 220,000 RSUs to Mr. Messinger, 45,000 RSUs to Mr. Kahn and 12,000 RSUs to Mr. Pyontek. For additional information on the valuation assumptions refer to Note 12, “Stock-Based Compensation” of the Company’s financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

(2)Mr. Messinger’s employment as President and Chief Executive Officer of the Company was terminated on August 16, 2024.

(3) The amount shown includes $900,000 for severance, $69,231 for unused vacation time, $1,430 for life insurance premiums and $9,154 for 401(k) plan matching contributions.

(4) The amount shown includes $2,104 for life insurance premiums and $13,200 for 401(k) plan matching contributions.

​(5) The amount shown includes $2,698 for life insurance premiums and $13,600 for 401(k) plan matching contributions.

(6) The amount shown includes $2,656 for life insurance premiums and $13,200 for 401(k) plan matching contributions.

(7) The amount shown includes $3,545 for life insurance premiums and $7,200 for 401(k) plan matching contributions.

(8) The amount shown includes $3,318 for life insurance premiums and $7,200 for 401(k) plan matching contributions.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information relating to outstanding equity awards for each named executive officer outstanding as of December 31, 2024:

Executive Compensation in Context

Matthew Messinger, President and Chief Executive Officer

On October 1, 2013, the Company entered into an employment agreement with Matthew Messinger, as amended on September 11, 2015, to serve as President and Chief Executive Officer of the Company. With a view towards aligning the CEO’s interests with those of the Company’s creditors, Mr. Messinger’s compensation in his employment agreement was structured to ensure cash conservation for the Company by providing the majority of his compensation in the form of equity awards.

Mr. Messinger’s employment agreement provides that in the event his employment is terminated by the Company other than for cause, death or disability or if Mr. Messinger terminates his employment for good reason (as such terms are defined in the employment agreement), subject to his execution of a release of claims, he would be entitled to the following: (i) a lump sum payment equal to (1) the number of full twelve month periods Mr. Messinger was employed multiplied by (2) the sum of (x) six months base salary and (y) 50% of the average bonus paid to Mr. Messinger for the three calendar years prior to the date of termination, subject to a minimum and a maximum amount of $350,000 and $2,800,000, respectively, (ii) acceleration of vesting of any unvested RSU award and any other equity awards that have been granted as of the date of termination, and (iii) payment of an amount equal to the monthly premium for COBRA continuation coverage under our health, dental and vision plans for eighteen (18) months. In the event that Mr. Messinger’s employment terminates due to his death or disability, the portion of any outstanding RSU awards that would have vested during the 24-month period immediately following the termination of employment, will become vested as of the date of termination of employment.

On April 26, 2024, the Company and Mr. Messinger entered into an amendment (the “Amendment”) to Mr. Messinger’s employment agreement, dated as of October 1, 2013, as amended (the “Employment Agreement”), and TPHGreenwich and Mr. Messinger entered into a consulting agreement (the “Consulting Agreement”). Under the Amendment, the Company agreed to make the following payments to Mr. Messinger in exchange for Mr. Messinger’s agreement to continue his employment as chief executive officer of the Company until the later of July 31, 2024 or the filing of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, unless extended by the parties (the “Termination Date”), and

that he will no longer have the right to terminate the Employment Agreement with Good Reason: (i) $300,000 within seven days of execution of the Amendment, (ii) $300,000 on August 1, 2024 and (iii) $300,000 on November 1, 2024. In addition, on the Termination Date, Mr. Messinger’s unvested restricted stock unit grants vested, and following the Termination Date, the Company will reimburse Mr. Messinger for COBRA continuation coverage for a period of 18 months. These payments, as well as the payments under the Consulting Agreement, will constitute full settlement with regards to any severance payable to Mr. Messinger under the Employment Agreement. All of these payments have been made to Mr. Messinger.

Mr. Messinger’s employment as President and Chief Executive Officer of the Company was terminated on August 16, 2024, however he remained as acting interim principal executive officer for SEC purposes. Mr. Messinger also remained a member of the board of directors and started receiving director compensation as of his termination date.

Upon the Termination Date, the Consulting Agreement automatically became effective. Under the Consulting Agreement, Mr. Messinger agreed to provide certain consulting services as an independent contractor to TPHGreenwich related to the properties owned by TPHGreenwich, in exchange for certain consulting payments as follows: upon the earlier to occur of June 1, 2026 and (i) the sale of the Company’s Paramus property, $200,000, (ii) the sale of the property at 237 11 th Street, Brooklyn, New York (the “237 11 th Property”), $800,000, (iii) the receipt of the final certificate of occupancy at the 42 Trinity Place Condominium located at 77 Greenwich Street, New York, New York (the “77G Property”), $150,000, (iv) the receipt of the agreement by the builder to complete the façade remediation at the 77G Property, $150,000, (v) final completion of the façade remediation at the 77G Property, $200,000 and (vi) final resolution of the litigation related to the 237 11 th Property (the “237 11 th Litigation”), $400,000. The timing of the payments is conditioned on the existence of Available Cash (as defined in TPHGreenwich’s operating agreement) sufficient to make such payments; provided that TPHGreenwich must create a special reserve for payment of such amounts using the portion of the proceeds of the sale of the 237 11 th Property or 237 11 th Litigation distributed to TPHGreenwich by its subsidiaries which constitutes Available Cash. The Consulting Agreement will remain in effect until June 1, 2026, unless sooner terminated in accordance with its terms.

Steven Kahn, Chief Financial Officer

On September 16, 2015, the Company entered into an employment agreement with Steven Kahn to serve as Chief Financial Officer of the Company, effective as of September 21, 2015.

On February 20, 2025, the Company and Mr. Kahn entered into Separation Agreement and Release of Claims (the “Kahn Separation Agreement”) pursuant to which the Company and Mr. Kahn agreed that Mr. Kahn’s last day of employment will be upon the termination of the Asset Management Agreement, or April 4, 2025.

Pursuant to the Kahn Separation Agreement, Mr. Kahn entered into a general release of claims of any and all claims he may have against the Company. In addition, pursuant to the Kahn Separation Agreement, Mr. Kahn is entitled to the following benefits: (A) an aggregate severance payment equal to $162,928, which includes payment for (i) severance; (ii) a retention bonus; (iii) unused vacation days; and (iv) payment for unvested shares of the Company’s stock and/or cancellation of all stock and equity incentive plan awards held by Mr. Kahn and (B), if Mr. Kahn chooses to enroll in Consolidated Omnibus Budget and Reconciliation Act, as amended (“COBRA”) coverage with respect to any prior health benefits, the Company shall pay for the first three (3) months of such COBRA coverage.

The Kahn Separation Agreement includes customary non-disparagement and cooperation provisions.

The foregoing summary is qualified in its entirety by reference to the Kahn Separation Agreement, which is filed as exhibit 10.28 to this Annual Report on Form 10-K.

Richard Pyontek, Chief Accounting Officer, Treasurer and Secretary

On June 24, 2011, our predecessor Syms Corp. entered into an offer letter with Richard Pyontek, who has served with the Company and its predecessor since the period prior to the bankruptcy proceedings.

On March 14, 2025, the Company and Mr. Pyontek entered into Separation Agreement and Release of Claims (the “Pyontek Separation Agreement”) pursuant to which the Company and Mr. Pyontek agreed that Mr. Pyontek’s last day of employment will be upon the termination of the Asset Management Agreement, or April 4, 2025.

Pursuant to the Pyontek Separation Agreement, Mr. Pyontek entered into a general release of claims of any and all claims he may have against the Company. In addition, pursuant to the Pyontek Separation Agreement, Mr. Pyontek is entitled to the following benefits: (A) an aggregate severance payment equal to $91,338, which includes payment for (i) severance; (ii) a retention bonus; (iii) unused vacation days; and (iv) payment for unvested shares of the Company’s stock and/or cancellation of all stock and equity incentive plan awards held by Mr. Pyontek and (B), if Mr. Pyontek chooses to enroll in COBRA coverage with respect to any prior health benefits, the Company shall pay for the first three (3) months of such COBRA coverage.

The Pyontek Separation Agreement includes customary non-disparagement and cooperation provisions.

The foregoing summary is qualified in its entirety by reference to the Pyontek Separation Agreement, which is filed as exhibit 10.29 to this Annual Report on Form 10-K.

Stock Ownership Guidelines for Officers

In view of the Company’s current business and plans the Board has determined it is prudent to suspend the Company’s stock ownership guidelines.

Insider Trading Policy

Our Board of Directors has adopted an insider trading policy governing the purchase, sale, or other dispositions of the Company’s securities by directors, officers and employees. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Anti-Hedging Policy; Anti-Pledging Policy

The Company’s insider trading policy prohibits transactions designed to limit or eliminate economic risks to our named executive officers from owning the Company’s common stock, such as transactions involving options, puts, calls, or other derivative securities tied to the Company’s common stock. Our insider trading policy also prohibits the pledging of Company stock, including use as collateral for a margin loan, by directors, officers, employees, and consultants of the Company and its subsidiaries.

Timing of Awards

The Company does not grant options or stock appreciation rights to directors, officers, or employees as part of its compensation program.

Clawback Policy

In 2023, the Board adopted a clawback policy effective as of October 2, 2023 that provides for the recovery of all erroneously awarded compensation received by an executive officer in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, as required under Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and the NYSE American listing standards.

Director Compensation

Prior to June 11, 2024, our director compensation program for non-employee directors was comprised of (i) annual retainer fees and (ii) chair and committee membership fees. With respect to both annual retainer fees and chair/committee fees, two-thirds are paid in cash and one-third is paid in shares of common stock. With respect to the equity portion of the fees, the grant date was the first business day of the next succeeding fiscal quarter, and the valuation for such grants was the closing price on the last trading day of the prior quarter.

Annual Retainer Fees

Chair and Committee Membership Fees

On June 11, 2024, the Board adopted a new director compensation program for its non-employee directors, comprised of annual retainer fees and chair fees to be paid in cash as follows:

Annual Retainer Fee:

$80,000

Annual Chair Fees:

All compensation is payable on a quarterly basis in arrears, on the first business day of the next succeeding fiscal quarter.

Directors do not receive any additional compensation for attending board meetings or board committee meetings. All non-employee members of the Board of Directors are reimbursed for reasonable out-of-pocket costs and expenses incurred in attending meetings of the Board of Directors and its committees.

Directors may elect to receive shares of the Company’s common stock in lieu of all of the cash portion of their fees; provided, that such election is made prior to January 1 of the applicable year. Once made, an election will be in effect for succeeding years, unless changed by the director.

Directors may elect to defer all, but not less than all, of the equity portion of their annual retainers and chair and committee fees until such time as the director leaves the Board in accordance with our Deferral Plan on an annual basis. In such case, the director will have a fully vested right to receive the deferred shares at the time that the director ceases to serve as a director. Directors will receive dividend equivalents with respect to the deferred shares, meaning that the directors will

receive the right to receive additional shares in lieu of any dividend that would have been paid had the shares not been deferred, based on the stock price at the time the dividends are paid to stockholders. The additional deferred shares also will be paid at the same time the director ceases to serve as a director. As of December 31, 2024, the Company had not paid a dividend. As of December 31, 2024, a total of 917,702 shares have been deferred under the Deferral Plan.

Shares of common stock, whether or not deferred, are granted to non-employee directors pursuant to and in accordance with the provisions of the Stock Incentive Plan, and deferrals are made pursuant to the Deferral Plan.

Matthew Messinger’s employment as President and Chief Executive Officer of the Company was terminated on August 16, 2024, but he remained a member of the board of directors and started receiving director compensation as of his termination date.

During the year ended December 31, 2024, our non-employee directors received total compensation as shown in the following table.

(1) Based on the closing stock price on the day prior to the grant date.

(2) Patrick Bartels resigned from the board of directors effective June 11, 2024.

(3)Jeffrey B. Citrin resigned from the board of directors effective July 24, 2024.

(4)Alan Cohen resigned from the board of directors effective April 26, 2024.

The table below shows the aggregate number of stock awards granted to our non-employee directors for the year ended December 31, 2024.