Cantor Fitzgerald CEO Howard Lutnick faces allegations he improperly got a $50m bonus after “blowing smoke” that he’d added value to the company’s Newmark commercial real-estate unit.
Newmark directors agreed in December 2021 to award the one-time bonus to Lutnick — who serves as the unit’s principal executive officer and board chair — for his help in monetising shares of the Nasdaq stock-trading platform that Newmark acquired in a 2017 spin-off, according to a lawsuit filed in Delaware.
Board members approved the bonus even after learning that Lutnick’s hedging transactions involving the Nasdaq shares hadn’t boosted Newmark’s stock value, according to the complaint filed by a Newmark investor that was made public on Wednesday.
“Lutnick’s bonus is patently excessive and unfair to the company and its minority stockholders,” shareholder Robert Garfield said in the suit, which was brought on behalf of all Newmark investors and seeks to return any recovery to the Cantor affiliate’s coffers.
Karen Laureano-Rikardsen, a Cantor and Newmark spokesperson, wasn’t immediately available for comment after normal business hours.
Lutnick was Cantor’s CEO in 2001, when its headquarters in the World Trade Center were destroyed in the September 11 terrorist attacks. The financial-services firm lost 658 of its 960 New York employees, according to its website.
The CEO wasn’t in the building that day because he was taking his son to his first day of kindergarten. Lutnick became president of Cantor Fitzgerald at 29 after making a series of profitable trades for founder Bernie Cantor. His net worth now is about $1.5bn, according to the Bloomberg Billionaires Index.
Lutnick is Newmark’s controlling shareholder, according to court filings. The firm is one of the world’s largest commercial real-estate services companies, according to its website. It was spun off from Cantor’s BGC Partners in 2017 and conducted an initial public offering of shares, the suit said.
As part of the spin-off, Newmark acquired $847m in Nasdaq shares from BGC Partners. Lutnick contends his financial engineering in connection with the shares brought in $500m for the real-estate unit. He demanded that Newmark directors reward his efforts with a $50m bonus, according to the suit.
Board members initially balked, but reversed course after learning Lutnick “had a strong adverse reaction” to their decision, according to the suit.
Garfield contends Newmark’s share price was bolstered by market moves, which sent the value of Nasdaq’s shares soaring, and not Lutnick’s financial manoeuvres. He said a compensation expert’s review of the bonus found it was “wildly excessive” and directors had “no basis” for making the award.
The investor accuses board members of not having shareholders’ best interests at heart and acting out of a desire to “placate” and curry favour with Newmark’s controlling shareholder.
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