Trinity Place Holdings Inc. Announces Corporate Governance Changes

TL;DR

Trinity Place Holdings Inc. is shuffling its board and execs, effective April 26th.

AI Summary

Trinity Place Holdings Inc. announced on May 2, 2024, a series of corporate governance changes effective April 26, 2024. These changes include the departure of certain officers and directors, the election of new directors, and adjustments to compensatory arrangements for certain officers. The company is incorporated in Delaware and its principal executive offices are located at 340 Madison Avenue, New York, NY.

Why It Matters

Changes in board composition and officer roles can signal shifts in company strategy or operational focus, potentially impacting future performance and shareholder value.

Risk Assessment

Risk Level: low — The filing details routine corporate governance changes without immediate financial implications or significant strategic shifts.

Key Players & Entities

• Trinity Place Holdings Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 340 Madison Avenue, New York, NY (location) — Principal executive offices
• April 26, 2024 (date) — Effective date of changes
• May 2, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock $0.01 Par Value Per Share TPHS NYSE Ameri
• $300,000 — loyment Agreement with Good Reason: (i) $300,000 within seven days of execution of the A
• $200,000 — sale of the Company's Paramus property, $200,000, (ii) the sale of the property at 237 1
• $800,000 — n, New York (the "237 11 th Property"), $800,000, (iii) the receipt of the final certifi
• $150,000 — ew York, New York (the "77G Property"), $150,000, (iv) the receipt of the agreement by t
• $400,000 — Property (the "237 11 th Litigation"), $400,000. The timing of the payments is conditio

Filing Documents

• tm2413404d1_8k.htm (8-K) — 25KB
• 0001104659-24-056466.txt ( ) — 193KB
• tphs-20240426.xsd (EX-101.SCH) — 3KB
• tphs-20240426_lab.xml (EX-101.LAB) — 33KB
• tphs-20240426_pre.xml (EX-101.PRE) — 22KB
• tm2413404d1_8k_htm.xml (XML) — 3KB

02. Departure

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 26, 2024, Trinity Place Holdings Inc. (the "Company") and Matthew Messinger, the chief executive officer of the Company, entered into an amendment (the "Amendment") to Mr. Messinger's employment agreement, dated as of October 1, 2013, as amended by the Amendment to Employment Agreement, dated as of September 11, 2015 (together, the "Employment Agreement") and the Company's joint venture, TPHGreenwich Holdings LLC ("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 July 31, 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 shall vest, 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. Under the terms of the Amendment, for so long as Mr. Messinger is not in breach of the Amendment or the Consulting Agreement, to the extent that a seat on the Company's board of directors is then available, until June 30, 2026, TPHS Lender LLC, a Delaware limited liability company will exercise its vote as shareholder in favor of electing Mr. Messinger to the Company's

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRINITY PLACE HOLDINGS INC. Date: May 2, 2024 /s/ Steven Kahn Steven Kahn Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR