The 20172024 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of AmBase Corporation (the "Company"“Company”) will be held at the Hyatt RegencySheraton Tarrytown Hotel, 1800 East Putnam Avenue, Greenwich, Connecticut,600 White Plains Road, Tarrytown, New York, on Thursday,Tuesday, June 1, 20174, 2024, at 9:00 a.m., Eastern Daylight Time, to consider and act upon the following matters:

and such other matters as may properly come before the Annual Meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on Wednesday,Monday, April 12, 201715, 2024, as the record date (the “Record Date”) for determining stockholders entitled to notice of and to vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 20174, 2024. This Proxy Statement, the Notice of Annual Meeting of Stockholders and our Annual Report to Stockholders are available at http://www.proxyvote.com. The Company intends to mail the Notice of Annual Meeting and accompanying Proxy Statement to stockholders on or about April 12, 2017.

Whether or not you plan to attend the Annual Meeting, please sign, date and return the enclosed proxy card in the prepaid envelope provided, as soon as possible, so your shares can be voted at the meeting in accordance with your instructions. If you prefer, you may instead vote electronically through the internet or by telephone. The instructions on your proxy card describe how to use these convenient services. Your vote is important no matter how many shares you own. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before your proxy is voted. Your prompt cooperation is greatly appreciated.

Attendance at the Annual Meeting is limited to shareholders of the Company as of the April 12, 2017, record date.Record Date. For safety and security reasons, video and audio recording devices and other electronic devices will not be allowed in the meeting. If your shares are held in the name of your bank, brokerage firm or other nominee, you must bring to the Annual Meeting, a copy of your proxy card, an account statement, or a letter from the nominee indicating that you beneficially owned the shares as of the April 12, 2017 record dateRecord Date for voting. If you do not have proof of share ownership, you will not be admitted to the Annual Meeting.

For registered shareholders, a copy of your proxy card can serve as verification of stock ownership. Shareholders who do not present a copy of their proxy card at the Annual Meeting will be admitted only upon verification of stock ownership, as indicated herein. If you do not have proof of share ownership, you will not be admitted to the Annual Meeting. In addition, all Annual Meeting attendees will be asked to present valid government-issued photo identification, such as a driver'sdriver’s license or passport, as proof of identification before entering the Annual Meeting, and attendees may be subject to security inspections.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of AmBase Corporation (the "Company"“Company”) of proxies to be voted at the Annual Meeting of Stockholders of the Company (the "Annual Meeting"Meeting”) to be held at the Hyatt RegencySheraton Tarrytown Hotel, 1800 East Putnam Avenue, Greenwich, Connecticut,600 White Plains Road, Tarrytown, New York at 9:00 a.m., Eastern Daylight Time, on Thursday,Tuesday, June 1, 2017,4, 2024, and at any adjournmentsadjournment or postponement thereof. This Proxy Statement and the accompanying proxy are being mailed to stockholders commencing on or about April 12, 2017.

Shares represented by a duly executed proxy in the accompanying form received by the Company prior to the Annual Meeting will be voted at the Annual Meeting in accordance with instructions given by the stockholder in the proxy. Any stockholder granting a proxy may revoke it at any time before it is exercised by granting a proxy bearing a later date, by giving notice in writing to the Secretary of the Company or by voting in person at the Annual Meeting.

At the Annual Meeting, the stockholders will be asked: (i) to elect Mr. Richard A.Ms. Alessandra F. Bianco and Mr. Kenneth M. Schmidt as directorsa director of the Company each to serve a three-year termterms ending in 2020;2027; and until her successor is elected and qualified or until her earlier resignation, removal or death; (ii) to ratify the approval of the appointment of Marcum LLP as the Company'sCompany’s independent registered public accounting firm for the year ending December 31, 2017;2024; and (iii) to approve onauthorize an Amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of common stock from 85,000,000 to 200,000,000 (the “Authorized Capital Increase Charter Amendment,” a non-binding advisory basis, a resolution approvingcopy of which is attached as Exhibit A to the compensationProxy Statement). The Authorized Capital Increase Charter Amendment does not change the number of our Named Executive Officers, as such compensation is describedauthorized shares of cumulative preferred stock from the 20,000,000 shares currently authorized under the "Compensation Narrative" and "Executive Compensation" sectionsCompany’s Restated Certificate of this Proxy Statement; and (iv) to select on a non-binding advisory basis, the frequency of holding future advisory stockholder votes on the compensation of our Named Executive Officers, as such compensation is described under the "Compensation Narrative" and "Executive Compensation" sections of this Proxy Statement.

The persons acting under the accompanying proxy have been designated by the Board of Directors and, unless contrary instructions are given, will vote the shares represented by a properly executed proxy (i) for the election of the nomineesnominee for director named above; and (ii) for the approval of the appointment of Marcum LLP as the Company'sCompany’s independent registered public accounting firm; and (iii) for the approval on a non-binding advisory basisauthorization of a resolution approving the compensation of our Named Executive Officers; and (iv) for the selection on a non-binding advisory basis, the holding of future advisory stockholder votes on the compensation of our Named Executive Officers every three (3) years.

If a stockholder is not the record holder, such as where the shares are held through a broker, bank or other financial institution, the stockholder must provide voting instructions to the record holder of the shares in accordance with the record holder'sholder’s requirements in order to ensure the shares are properly voted. Your broker will not be permitted to vote on your behalf on the election of directors;the director or the approval of the non-binding advisory vote of the resolution approving the compensation of our Named Executive Officers or the frequency of holding future advisory stockholder votes on the compensation of our Named Executive Officers,Authorized Capital Increase Charter Amendment unless you provide specific instructions by completing and returning the voting instruction form or following the instructions provided to you to vote your shares. For your vote to be counted, you now will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the stockholders meeting.

The close of business on Wednesday,Monday, April 12, 2017,15, 2024, has been fixed by the Board of Directors as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments thereof. Only the holders of record of common stock of the Company, par value $0.01 per share (the "Common Stock"“Common Stock”) at the close of business on the record date, are entitled to vote on the matters presented at the Annual Meeting. Each share of Common Stock entitles the holder to one vote on each matter presented at the Annual Meeting. As of Friday, March 24, 2017,April 2, 2024, there were approximately 40,738,00084,938,000 shares of Common Stock issued and outstanding. The holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting shall constitute a quorum. If there is less than a quorum, a majority of those present in person or by proxy may adjourn the Annual Meeting. A plurality vote of the holders of the shares of Common Stock represented in person or by proxy and voting at the Annual Meeting, a quorum being present, is required for the election of the directors.director. The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy and voting at the Annual Meeting, a quorum being present, is necessary for the ratification of the appointment of Marcum LLP as the Company'sCompany’s independent registered public accounting firm. The voting with respect toaffirmative vote of the holders a majority of the shares of Common Stock issued and outstanding as of the Record Date is necessary for the approval of the compensationAuthorized Capital Increase Charter Amendment. 

In June 2024, after many years of our Named Executive Officersexemplary service, Mr. Jerry Y. Carnegie’s term with the Company’s Board of Directors will expire and he will not stand for re-election. The Board of Directors and the frequency of holding future advisory stockholder votes on the compensation of our Named Executive Officers are advisory in nature and therefore not binding on us.  We will consider the stockholders to have approved the compensation of our Named Executive Officers if a plurality of votes cast isCompany thank him for that proposal, and we will consider the stockholders to have expressed a preference for the frequency of holding future advisory stockholder votes on executive compensation for that selection which receives the most votes.  Stockholder votes with respect to the frequency of holding future advisory stockholder votes on executive compensation are not intended to approve or disapprove the recommendation of the Board of Directors.

Abstentions, votes withheld and shares not voted, including broker non-votes, are not included in determining the number of votes cast for the election of the directors;director; or for the approval of Marcum LLP as the Company'sCompany’s independent registered public accounting firm, or forbut will have the same effect as a vote against the approval on a non-binding advisory basisof the resolution approving the compensation of our Named Executive Officers; or for the selection on a non-binding advisory basis the frequency of holding future advisory stockholder votes on compensation for our Named Executive Officers.Authorized Capital Increase Charter Amendment. Abstentions, votes withheld and broker non-votes, are counted for purposes of determining whether a quorum is present at the Annual Meeting.

In accordance with the method of electing directorsdirector(s) by class with terms expiring in different years, as required by the Company'sCompany’s Restated Certificate of Incorporation, two directorsone director will be elected at the Company's 2017Company’s 2024 Annual Meeting of Stockholders to hold office until the Company'sCompany’s Annual Meeting of Stockholders for the year 2020.to be held in 2027. The directorsdirector will serve until hisher successor shall be elected and shall qualify.

The personsperson named below havehas been nominated for directorship. The nominees are directorsnominee is a director now in office and havehas indicated a willingness to accept re-election. It is intended that at the Annual Meeting the shares represented by a duly executed accompanying proxy will be voted for the election of the nomineesnominee unless contrary instructions are given. In the event that any of the nominee(s)nominee should become unavailable for election as a director at the time the Annual Meeting is held, shares represented by proxies in the accompanying form will be voted for the election of a substitute nominee selected by the Board of Directors, unless contrary instructions are given or the Board by resolution shall have reduced the number of directors. The Board is not aware of any circumstances likely to render any of the nomineesnominee unavailable.

The name, age, principal occupation, other business affiliations, and certain other information concerning the nomineesnominee for election as directors of the Company are set forth below.

Alessandra F. Bianco, 3743. Ms. Bianco was elected a director of the Company in November 2012. Ms. Bianco received a Bachelor of Arts at Boston College in 2003. Ms. Bianco worked in the Office of the President at American Bible Society from 2009 through 2013. Prior to her current work, Ms. Bianco worked as an assistant to the Head of the Investment Banking department at Broadpoint Capital. Ms. Bianco is the daughter of Richard A. Bianco, the Chairman of the Board, President and Chief Executive Officer of the Company. Since March 2009, Ms. Bianco has been a senior officer of BARC Investments LLC. Ms. Bianco, through BARC LLC, is one of the largest stockholders of the Company, and thus has a direct interest in the Company optimizing stockholder value. The Board of Directors has; therefore,has determined that Ms. Bianco is well qualified to serve as a member of the Company'sCompany’s Board of Directors and that she has the requisite experience, qualifications, attributes, and skills necessary to serve as a member of the Board of Directors. HerIf elected, her term will expire in 2018.

Information Concerning Directors Continuing in Office

Certain information concerning the directors of the Company whose terms do not expire in 2024 and who are continuing in office is set forth below.

Richard A. Bianco, 75. Mr. R. A. Bianco was elected a director of the Company in January 1991, and has served as President and Chief Executive Officer of the Company since May 1991. On January 26, 1993, Mr. R. A. Bianco was elected Chairman of the Board of Directors of the Company. He served as Chairman, President and Chief Executive Officer of Carteret Savings Bank, FA (“Carteret Savings” or “Carteret”), then a subsidiary of the Company, from May 1991 to December 1992. Mr. R. A. Bianco has a unique background as the former President and Chief Executive Officer of Carteret Savings who was responsible for the Carteret Savings recapitalization efforts. Mr. R. A. Bianco is the father of Alessandra F. Bianco and Richard A. Bianco, Jr., 33both of whom are members of the Board of Directors of the Company. Mr. R. A. Bianco has detailed knowledge of the Company’s history including detailed knowledge of its current and prior legal and governmental proceedings. Mr. R. A. Bianco additionally has knowledge in real estate, real estate investing and a background in lending and capital raising. Based on these attributes combined with his prior investment banking, managerial and leadership experience, the Board of Directors has determined that Mr. R. A. Bianco is uniquely qualified to serve as a Director and the Chairman of the Company’s Board of Directors and that he has the requisite experience, qualifications, attributes, and skills necessary to serve as a member of the Board of Directors. His term will expire in 2026. 

Richard A. Bianco, Jr., 39. Mr. Bianco, Jr. was elected a director of the Company in June 2016. Mr. Bianco, Jr. received a Bachelor of Science degree in Finance at Boston College in 2006. Mr. Bianco, Jr. has been working with the Company since September 2006. Prior to his work with AmBase, Mr. Bianco, Jr. worked for UBS Financial Services. Mr. Bianco, Jr. is the son of Richard A. Bianco, the Chairman of the Board, President and Chief Executive Officer of the Company. Mr. Bianco, Jr. is a senior officer of BARC Investments LLC. Mr. Bianco, Jr., through BARC LLC, is one of the largest stockholders of the Company and has a direct interest in the Company optimizing stockholder value. The Board of Directors has; therefore,has determined that Mr. Bianco, Jr. is well qualified to serve as a member of the Company'sCompany’s Board of Directors and that he has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors. His term will expire in 2019.

Jerry Y. Carnegie, 65. Scott M. Salant, 58. Mr. CarnegieSalant was elected a director of the Company in June 2016, having previously beenJanuary 2023. He is a memberpartner at the firm, DelBello Donnellan Weingarten Wise & Wiederkehr LLP, based in White Plains, New York. Mr. Salant is a graduate of the Board from January 2009University of Chicago and the Boston University School of Law and has practiced in the area of commercial litigation for several decades. He is admitted to June 2015.both the New York and Massachusetts bar and has experience in a wide range of commercial litigation areas. He handles cases in a variety of jurisdictions and venues, including state and federal courts, and arbitrations. Mr. Carnegie is a memberSalant has an understanding of the FellowCompany’s history including knowledge of Societyits current and prior legal proceedings. Mr. Salant’s current background and legal expertise in many areas of Actuaries and a Certified Financial Planner.  For the last several years he has worked independently assisting individuals with financial planning.  Mr. Carnegie spent 25 years with Hewitt Associates as a Senior Actuary, representing major corporations in their pension and benefit plan work.  Mr. Carnegie received an A.B. Mathematics degree from Princeton University.  Mr. Carnegie's financial expertise, background in financial planning and pension and benefit consultinglaw provides the boardBoard with insight into financial decisions and financial considerations, as well as a valuable perspective and insight into the legal process and the New York State Courts, which is important to the Company's financial matters andCompany’s current legal proceedings. The Board of Directors has; therefore,has determined that Mr. CarnegieSalant is well qualified to serve as a memberDirector of the Company's Board of DirectorsCompany and that he has the requisite experience, qualifications, attributes, and skills necessary to serve as a member of the Board of Directors. His term will expire in 2018.

John Ferrara, 5561, Vice President, Chief Financial Officer and Controller. Mr. Ferrara was elected to the position of Vice President, Chief Financial Officer and Controller of the Company in December 1995, having previously served as Acting Chief Financial Officer, Treasurer and Assistant Vice President and Controller since January 1995; as Assistant Vice President and Controller from January 1992 to January 1995; and as Manager of Financial Reporting from December 1988 to January 1992.

Joseph R. Bianco, 7278, Treasurer. Mr. J. Bianco was elected to the position of Treasurer of the Company in January 1998. He has dedicated his career to the financial services and investment industry. Prior to his employment with the Company in 1996, he worked for Merrill Lynch & Co. ("Merrill"(“Merrill”) as Vice President, responsible for Sales and Marketing in the Merrill Global Securities Clearing office from 1983 to 1996. Mr. Joseph R. Bianco and Mr. Richard A. Bianco are related.

The Company’s equity securities are not currently traded on a national securities exchange and therefore the Company althoughis not requiredsubject to do so, generally follows rules of the NASDAQ as they relate to the Board of Directors and its committees.  The Company periodically reviewsany independence standards for directors, including without limitation the independence standards of each director.  Pursuant to this review, the directors and officers of the Company, on an annual basis,any national securities exchange that are required to completeby Rules 10A-3 and forward to10C-1 promulgated under the Corporate Secretary a detailed questionnaire to determine if there are any transactions or relationships between anySecurities Exchange Act of the directors and/or officers of the Company (including immediate family1934, as amended (the “Securities Exchange Act”). For more information about policies and affiliates).  If any such transactions or relationships exist, the Company then considers whether such transaction(s) or relationship(s) are inconsistent with a determination that the director is independent.  Pursuant to this process, in January 2017, the Company conducted its annual review of director independence and determined that no transactions or relationships existed that would disqualify any of our directors, under NASDAQ independence rules, except that Mr. Richard A. Bianco, who serves as the Chairmanprocedures of the Board of Directors also serves as the Company's President and Chief Executive Officer. Mr. Bianco does not serve as a member of the Company's Accounting and Audit Committee or the Company's Personnel Committee. Based on a review of the information provided by the directors and other information reviewed, the Company has concluded that none of the Company's non-employee directors have any relationship with the Company other than as a director or shareholder of the Company.  Based upon that finding, our Board of Directors determined that Messrs. Carnegie, Schmidt and Ms. Bianco are "independent," and they qualify as outside directors within the meaning of Code Section 162(m) and as non-employee directors within the meaning of Rule 16b-3.  Although the Board of Directors has determined that Ms. Bianco is "independent," she is related to Mr. Richard A. Bianco, and thus Ms. Bianco does not serve as a member of the Personnel Committee nor does she vote on matters relating to Mr. Richard A. Bianco.

During 2016,2023, the Company'sCompany’s Board of Directors held three (3)two (2) meetings. Matters were also addressed by unanimous written consent in accordance with Delaware law eight (8)six (6) times. All directors attended at least 75% of the meetings of the Board of Directors and the committees of the Board on which they served during 2016.2023. 

The Company'sCompany’s By-Laws require that in the event a stockholder wishes to nominate a person for election as a director, advance notice must be given to the Secretary of the Company not less than 120 days in advance of the one year anniversary of the date on which the Company'sCompany’s proxy statement iswas released to stockholders in connection with the previous year'syear’s annual meeting of stockholders, except that if no annual meeting was held in the previous year or if the date of the annual meeting has been changed by more than 30 calendar days from the date contemplated at the time of the previous year'syear’s proxy statement, such a proposal must be received by the Company a reasonable time before the solicitation is made, together withmade. The proposal must include the name and address of the stockholder and of the person to be nominated; a representation that the stockholder is entitled to vote at the meeting and intends to appear in person or by proxy to make the nomination; a description of arrangements or understandings between the stockholder and others pursuant to which the nomination is to be made; such other information regarding the nominee as would be required in a proxy statement filed under the proxy rules as set forth in the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act");Act; and the consent of the nominee to serve as a director if elected. See "Nomination“Nomination of Directors"Directors” below.

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Communications with Directors

In order to provide the Company'sCompany’s security holders and other interested parties with a direct and open line of communication to the Board of Directors, the Board of Directors has adopted the following procedures for communications to directors. The Company'sCompany’s security holders and other interested persons may communicate with the Chairman of the Company'sCompany’s Accounting and Audit Committee, the Chairman of the Personnel Committee, or with the non-management directors of the Company as a group, by mailing a letter addressed in care of the Corporate Secretary, AmBase Corporation, 100 Putnam Green, 3rd Floor, Greenwich, Connecticut 06830.

12 Lincoln Blvd., Suite 202, Emerson, New Jersey 07630.

All communications received in accordance with these procedures will be reviewed initially by the Company'sCompany’s Secretary and/or other executive officers. The Company will relay all such communications to the appropriate director or directors unless the Secretary determines that the communication:

●	does not relate to the business or affairs of the Company or the functioning or constitution of the Board of Directors or any of its committees;
●	relates to routine or insignificant matters that do not warrant the attention of the Board of Directors;
●	is an advertisement or other commercial solicitation or communication;
●	is frivolous or offensive; or
●	is otherwise not appropriate for delivery to directors.

The director or directors who receive any such communication will have discretion to determine whether the subject matter of the communication should be brought to the attention of the full Board of Directors or one or more of its committees, and whether any response to the person sending the communication is appropriate. Any such response will be made only in accordance with applicable law and regulations relating to the disclosure of information.

The Secretary will retain copies of all communications received pursuant to these procedures for a period of at least one year. The Personnel Committee of the Board of Directors will review the effectiveness of these procedures from time to time and, if appropriate, recommend changes.

Board Attendance at Annual Meetings

We have not established a formal policy regarding director attendance at our annual meetings of shareholders, but our directors generally do attend the annual meeting. The Chairman of the Board presides at the Annual Meeting of shareholders, and the Board of Directors holds one of its regular meetings in conjunction with the Annual Meeting of shareholders. Accordingly, unless one or more members of the Board are unable to attend, all members of the Board are expected to be present for the Annual Meeting. ThreeFour (4) of the fourfive (5) members of the Board at the time of the Company's 2016Company’s 2023 Annual Meeting of Stockholders attended that meeting either in person or telephonically.

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Nomination of Directors

The Personnel Committee has adopted specifications applicable to members of the Board of Directors and for identifying and evaluating nominees for the Board of Directors recommended by the Personnel Committee or by shareholders. The specifications provide that a candidate for director should:

●	have a reputation in the business community for integrity, honesty, candor, fairness, and discretion;
●	be knowledgeable in his or her chosen industry or field of endeavor, which field should have relevance to our businesses as would contribute to the Company'sCompany’s success;
●	be knowledgeable, or willing and able to become so quickly, in the critical aspects of our businesses, as well as overall operations; and
●	be experienced and skillful in communicating with and serving as a competent overseer, and trusted advisor and confidant to senior management, of a publicly held corporation or other corporation.

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In addition, nominees for the Board of Directors should contribute to the mix of skills, core competencies and qualifications of the Board through expertise in one or more of the following areas: accounting and finance; the financial industry; international business; mergers and acquisitions; leadership; business and management; strategic planning; government relations; investor relations; executive leadership development; and executive compensation. The Personnel Committee does not have a formal diversity policy, although it considers diversity when it evaluates nominees for the Board of Directors in light of the qualifications summarized above, and endeavors to nominate directors with a broad mix of professional and personal backgrounds. The Personnel Committee will consider nominees recommended by stockholders for election at the 20182025 Annual Meeting of Stockholders that are submitted prior to December 12, 2017,16, 2024, to our Secretary at the Company'sCompany’s offices, 100 Putnam Green, 3rd Floor, Greenwich, Connecticut 06830.12 Lincoln Boulevard, Suite 202, Emerson, New Jersey 07630. There are no differences in the manner in which the Personnel Committee evaluates nominee(s)nominees for directors based on whether the nominee is recommended by a shareholder or otherwise. Any recommendation must be in writing and must include a detailed description of the business experience and other qualifications of the recommended nominee as well as the signed consent of the nominee to serve if nominated and elected, so that the candidate may be properly considered. All stockholder recommendations will be reviewed in the same manner as other potential candidates for Board membership.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of the forms filed with the SEC and written representations received by the Company, pursuant to the requirements of Section 16(a) of the Securities Exchange Act, the Company believes that, during 2016,2023, there were no transactions with respect to the Company'sCompany’s equity securities which were not reported on a timely basis to the SEC, no late reports nor other failure to file a required form by any director or officer of the Company.

Certain Relationships and Related Party Transactions

Pursuant to the Company'sCompany’s Code of Business Conduct and Ethics ("(“Code of Conduct"Conduct”), all employees (including our Named Executive Officers, as defined below) who have, or whose immediate family members have, any direct or indirect financial or other participation in any business that competes with, supplies goods or services to, or is a customer of the Company or its subsidiaries, are required to disclose to us and receive written approval prior to transacting such business. NoExcept for the Participation Interest and the Litigation Funding Agreement discussed below, no such relationships have been reported. Our employees are expected to make reasoned and impartial decisions in the workplace. As a result, approval of a business relationship would be denied if it is believed that the employee'semployee’s interest in such a relationship could influence decisions relative to the Company'sCompany’s business or have the potential to adversely affect the Company'sCompany’s business or the objective performance of the employee'semployee’s work. In addition, the Company'sCompany’s Code of Conduct requires adherence to a number of other underlying principles which are important to the Company. These items include, but are not limited to, restrictions on disclosure of Company information, insider trading, and the protection and use of Company assets.

In connection with the Company's annual review

The Board of Directors independence, as described under "Director Independence" above,assesses all transactions between the Company reviews whether or not there have been any transactions with "related persons"and “related persons” as such term is defined in Item 404(a) of Regulation S-K. If a transaction wasis deemed to be a related party transaction that transaction would be reviewed by the Company'sCompany’s Board of Directors and approved by the disinterested members of the Board of Directors.  See "Compensation

Participation Interest

For information about Mr. R. A. Bianco’s 10% subordinated interest in 111 West 57th Investment LLC, see “Compensation Narrative – Participation Interest"Interest.” 

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Litigation Funding Agreement

For information about the Litigation Funding Agreement (the “LFA”) entered into between the Company and "OperatingMr. R. A. Bianco in 2017, see “Compensation Narrative – Litigation Funding Agreement.”

Operating Agreement of 111 West 57^th Investment LLC" below.

In May 2016,LLC

For information about the Company’s and Mr. R.A. Bianco’s investment interests in 111 West 57^th Investment LLC, see “Executive Compensation – Operating Agreement of 111 West 57^th Investment LLC.”

Standby Purchase Agreement with BARC Investments, LLC

To provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, on April 1, 2024 the Company completed a private placement offering (the “Equity Offering”) of 44,200,460 shares of the Company’s common stock (the “Shares”) to existing shareholders of the Company (the “Equity Offering”) for gross proceeds of approximately $8.8 million before deducting offering expenses as further described in the Company’s Current Reports on Form 8-K as filed with the SEC on February 28, 2024 and April 1, 2024. The Shares were not registered under the Securities Act and will be “restricted securities” under the Securities Act and will generally be subject to a minimum holding period of six months under Rule 144 before the Shares may be resold. The Shares were offered and sold only to existing stockholders of record of the Company as of February 28, 2024 (the “Record Ownership Date”). Each qualifying stockholder was permitted to purchase up to his, her or its pro rata share of the Shares in the Equity Offering, based on the amount of shares of Common Stock owned by such stockholder as of the Record Ownership Date, in an amount equal to up to one hundred and eight and one-half percent (108.5%) of the number of shares of Common Stock beneficially owned by such stockholder as of the Record Ownership Date. The Shares were offered and sold pursuant to a Subscription Agreement (the “Subscription Agreement”) by and between the Company and Mr.each subscribing stockholder. In connection with the Equity Offering, the Company entered into a securities standby purchase agreement dated February 28, 2024 (the “SPA”) with BARC Investments, LLC (“BARC”), an affiliate of the Company owned and controlled by Company directors Alessandra F. Bianco and Richard A. Bianco, Jr. Under the Company's Chairman, President and Chief Executive Officer ("R. A. Bianco") entered into an agreementterms of the SPA, BARC agreed to act as standby a purchaser for Mr. R. A. Biancoall of the shares of common stock offered in the Equity Offering that were not otherwise subscribed to provideby other stockholders prior to the Company a secured working capital line of credit of up to one million dollars ($1,000,000) orSubscription Deadline during the 30-day offering period. For additional amount(s) as may be necessary and agreed to on an as needed basis, if and when necessary, subject to customary and marketinformation about the Equity Offering, including the material terms and conditions to be agreed upon at such time.  A copy of such agreement isStandby Purchase Agreement and the form of Subscription Agreement, see the Company’s Current Report on Form 8-K as filed as exhibit 10.1with the SEC on February 28, 2024. Pursuant to the Company's Form 10-Q forterms and conditions of the quarterly period ending March 31, 2016.  Pursuant to this agreement, in January 2017, Mr. Bianco made a $500,000 loan toStandby Purchase Agreement, at the closing of the Equity Offering on April 1, 2024, BARC purchased 42,950,460 shares of Common Stock from the Company for use as working capital.  The loan accrues interest at 5.25%a purchase price of $0.20 per annum and is due on the earlier of the date the Company receives funds from any source sufficient to pay all amounts due under the loan, including accrued interest thereon, or December 31, 2019.

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share.

Corporate Governance

In addition to the various procedures followed by the Company'sCompany’s Board of Directors as described herein, the Company maintains a separate Audit Committee and Personnel Committee. The Company believes the functions of its Board of Directors and existing committees essentially perform the responsibilities of a nominating and a corporate governance committee and therefore, the Company does not maintain these additional separate committees.

Mr. R. A. Bianco, the Company'sCompany’s President and Chief Executive Officer, additionallyalso serves as the Chairman of the Company'sCompany’s Board of Directors. Given the Company'sCompany’s history, operations and its'its’ past success in the Supervisory Goodwill litigation, tax and other proceedings, the Company and the Board of Directors believe it is appropriate and most effective for Mr. R. A. Bianco to continue to serve in these dual capacities. These considerations are based on Mr. Bianco'sR. A. Bianco’s combined business experience prior to joining the Company and his responsibilities with the Company for over twentythirty years, including his position as President and Chief Executive Officer of Carteret during 1991 and 1992. The Board of Directors also considered the size of the Company'sCompany’s operations, cost considerations and the effectiveness of communication between the Company'sCompany’s management and the Board of Directors.

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Risk Oversight

The Board of Directors monitors overall risk and performs risk assessment on a proactive basis by maintaining frequent, informal communications with the Company'sCompany’s senior management, in addition to formal updates given by management to the Board of Directors during Board of Directors and committee meetings.

The Board of Directors additionally monitors risk through direct interaction with the Company'sCompany’s senior management and also to a lesser extent direct communication with the Company'sCompany’s outside professionals for a specific expertise. The Company hires highly qualified professionals to work on the Company'sCompany’s outside proceedings and real estate investment transactions. The Company'sCompany’s management works closely with these professionals, assisting in the management of the proceedings and interacting with the professionals on a regular basis.

In setting compensation, the Personnel Committee considers the risks to our stockholders and to the achievement of the Company'sCompany’s goals that may be inherent in our compensation programs. The Personnel Committee concluded that the Company'sCompany’s compensation programs are designed with the appropriate balance of risk and reward to align employeesemployees’ interests with those of the Company and our overall business, and do not incent employees to take unnecessary or excessive risks. Although a portion of executive compensation is performance based and "at-risk"“at-risk” we believe our executive compensation plans are appropriately structured and are not reasonably likely to result in a material adverse effect on the Company.

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Code of Ethics

We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, and other senior officers as well as all employees with respect to policies and procedures relating to trading in the Company’s securities. A copy of the Code of Ethics was filed with the SEC as Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Insider Trading Policies and Procedures

The Company’s Code of Ethics includes insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees. The Code of Ethics requires compliance with all applicable laws, rules and regulations governing the offer and sale of securities and prohibits directors, officers, and employees from engaging in transactions in the Company’s securities while in possession of material nonpublic information until at least two trading days have elapsed from the date of public announcement of such nonpublic information. The Company has designated a compliance officer under the Code of Ethics to oversee compliance with and enforcement of the Code of Ethics, including the insider trading provisions.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANT MATTERS

Report of the Accounting and Audit Committee

As set forth in more detail in the Accounting and Audit Committee (the "Audit Committee"“Audit Committee”) charter (which was attachedincluded as an exhibitExhibit A to the Company's 2016Company’s 2023 Proxy Statement), the primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee management'smanagement’s conduct of the Company'sCompany’s financial reporting process, including the oversight of the following:

●	financial reports and other financial information provided by the Company to any governmental or regulatory body, the public or other users thereof;
●	the Company'sCompany’s internal accounting and financial controls over financial reporting; and
●	the annual independent audit of the Company'sCompany’s financial statements.

The Audit Committee reviewed the Company'sCompany’s audited financial statements and met with both Company management and Marcum LLP, the Company'sCompany’s independent registered public accounting firm, to discuss those financial statements. Management has represented to us that the financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

9

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The Audit Committee has received from and discussed with Marcum LLP the written disclosure and the letter required by applicable requirements of the PCAOBPublic Company Accounting Oversight Board the (“PCAOB”) regarding that firm'sfirm’s independence from the Company. The Audit Committee also discussed with Marcum LLP any matters required to be discussed by Statementthe applicable requirements of Auditing Standards, No. 61, as amended, as adopted by the Public Company Accounting Oversight Board,PCAOB, as may be modified or supplemented.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Company'sCompany’s audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20162023, and filed with the SEC.

Audit Committee:
Jerry Y. Carnegie, Chairman (as of June 2016)
Alessandra F. Bianco
KennethScott M. Schmidt
Salant

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee appointed Marcum LLP ("Marcum"(“Marcum”) as the Company'sCompany’s principal accountants and independent registered public accounting firm, to audit the consolidated financial statements of the Company for the year ended December 31, 2017.2023. A representative of Marcum will be present at the meeting and will have the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions.

Audit Fees

Aggregate fees billed by Marcum for professional services rendered for the audit of our annual consolidated financial statements included in the Annual Report on Form 10-K, the review of interim consolidated financial statements included in Quarterly Reports on Form 10-Q and the review and audit of the application of new accounting pronouncements and SEC releases were $50,000approximately $72,000 for the year ended December 31, 20162023 and $46,000approximately $69,000 for the year ended December 31, 2015.

2022.

Audit Related Fees

No audit related fees were paid to either Marcum for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are not disclosed under "Audit Fees"“Audit Fees” for the years ended December 31, 20162023, and 2015.

2022.

Tax Fees and All Other Fees

No other fees relating to tax advisory or other services were paid to Marcum for professional services rendered to the Company for the years ended December 31, 20162023, and 2015.

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2022.

Audit Committee Pre-Approval Policy

Pursuant to its charter, the Audit Committee is responsible for selecting, approving compensation and overseeing the independence, qualifications and performance of the Company'sCompany’s independent accountants. The Audit Committee has adopted a pre-approval policy pursuant to which certain permissible audit and non-audit services may be provided by the independent accountants. Pre-approval is generally provided for up to one year, is detailed as to the particular service or category of services and may be subject to a specific budget. The Audit Committee may also pre-approve particular services on a case-by-case basis. In assessing requests for services by the Company'sCompany’s independent accountants, the Audit Committee considers whether such services are consistent with the auditor'sauditor’s independence; whether the Company'sCompany’s independent accountants are likely to provide the most effective and efficient service based upon their familiarity with the Company; and whether the service could enhance our ability to manage or control risk or improve audit quality.

There were no non audit-relatednon-audit related tax or other services provided by Marcum in fiscal years 20162023 and 2015.2022. 

10

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COMPENSATION

Compensation NARRATIVE

The following compensation narrative describes the material elements of compensation for the Company'sCompany’s officers identified in the Summary Compensation Table ("(“Named Executive Officers"Officers”). As more fully described above herein, the Personnel Committee consists of two independent directors of the Company.

The Personnel Committee is responsible for establishing the Company'sCompany’s compensation programs, including benefit plans, retirement plans and the Company'sCompany’s stock option program, including approving the granting of stock option awards to the Company'sCompany’s officers and employees. The Personnel Committee annually reviews and approves all compensation decisions relating to the Company'sCompany’s officers, including Named Executive Officers.

The day-to-day design and administration of health, welfare and paid time-off plans and policies applicable to salaried employees in general are handled by the Company'sCompany’s management. The Personnel Committee is responsible for certain plan design changes outside the day-to-day requirements necessary to maintain these plans and policies.

The Personnel Committee has the ability to, and may from time to time, utilize the services of independent compensation consultants or other outside advisors in reviewing the Company'sCompany’s compensation programs, as it deems necessary.

The Personnel Committee did not utilize the services of any compensation consultants in 2023.

Objectives of the Compensation Program

The Personnel Committee'sCommittee’s overall objective in administering the Company'sCompany’s compensation programs is to attract, motivate and retain qualified personnel, reward corporate performance and recognize individual contributions on both a short-term and long-term basis. The Personnel Committee seeks to align the interests of these executives with those of the Company'sCompany’s stockholders by encouraging stock ownership by executive officers to promote a proprietary interest in the Company'sCompany’s success and to provide incentives to achieve the Company'sCompany’s goals. In furtherance of these objectives, the Company'sCompany’s executive compensation policies are designed to focus the executive officers on the Company'sCompany’s goals. The Personnel Committee determines salary, bonuses and equity incentives based upon the performance of the individual executive officer and the Company. Management compensation is intended to be set at levels that the Personnel Committee believes fully reflect the challenges confronted by management.

The Company strives to provide a combined, overall competitive salary and benefits package, including annual cash bonus incentives, to retain qualified personnel who are familiar with the Company'sCompany’s operations and critical to the long-term success of the Company. The Company rewards personnel for contributions to a variety of matters, including the pursuit of claims, recovery of claims, compromising of actual and contingent liabilities, and attention to the maintenance of a controlled level of expenditures. Cash bonus incentives are utilized to reward above average corporate performance and recognize individual initiative and achievements which provide immediate and/or long-term value to the Company. Due to the nature of the Company'sCompany’s operations, which had beenare focused on the recovery of assets, with an emphasis on the past111 West 57^th legal proceedings and a previous emphasis on the recovery of the Company'sCompany’s investment in Carteret through the Supervisory Goodwill litigation (which was settled in October 2012, pursuant to which the Company received a settlement award of $180,650,000), the minimization of the income tax impact of such settlement award,awards, and other proceedings, the Personnel Committee has continued its strategy of compensation through programs that provide an incentive for performance and for contributions to the Company'sCompany’s operations and efforts to realize recoveries, achieve asset appreciation, eliminate liabilities and control costs.

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Elements of Compensation

The Company'sCompany’s total compensation program for its officers consists of competitive market salaries, annual cash bonus awards, other benefits such as health and other insurance programs, a retirement plan in the form of a 401(k) Savings Plan, which is a qualified plan within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"“Code”) and may include stock option awards. In March 2014, the Personnel Committee approved a grant to Mr. Bianco of a subordinated participation interest in the Company'sor other equity investment relating to the development of the real property located at 105 through 111 West 57^th Street in New York, New York.  See "Compensation Narrative - Participation Interest" below.

awards.

Due to cost considerations, administrative requirements and as part of an overall compensation philosophy, the Company seeks to maintain a minimal level of benefit programs and other perquisites. Section 162(m) of the Code, as amended, imposes a limitation on the deduction for certain executive officers' compensation unless certain requirements are met. In that regard, the Company maintains a Senior Management Incentive Compensation Plan (the "1994 Plan"), which provides for an annual bonus pool based on a percentage of an increase in the Company's total stockholders' equity and/or an increase in the Company's market value. Payments pursuant to the 1994 Plan are intended to qualify as performance based compensation, which is deductible under Section 162(m).  The 1994 Plan is not the exclusive plan under which the Executive Officers may receive cash or other incentive compensation or bonuses.

officers’ compensation. The Company has paid in the past, and reserves the right to pay in the future, compensation that is not deductible if it believes it is in the best interests of the Company. The Personnel Committee considered the provisions of Section 162(m) with regard to compensation paid for 2016.  No bonuses attributable to the 1994 Plan were paid for 2016.2023. 

11

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Base Annual Salary

Base annual salaries for Named Executive Officers (as defined below) are determined initially by evaluating the responsibilities of the position, the experience of the individual and the competition in the marketplace for management talent, and also may include comparison with companies confronting problems of the magnitude and complexity faced by the Company.

Base annual salaries are intended to be competitive with the overall market place,marketplace, commensurate with the qualifications and experience of the Named Executive Officer. The Company'sCompany’s compensation structure is intended to provide the necessary incentive to retain and motivate qualified personnel. Individuals are encouraged to add value and provide benefit in all aspects of the Company'sCompany’s operations currently and in the future.

Base annual salaries and salary adjustments are evaluated on a number of factors.factors, both internal and external in nature. The most important factor is the executive'sexecutive’s performance and contribution to the Company, followed by the performance of the Company, any increased responsibilities assumed by the executive and the competition in the marketplace for similarly experienced executives.

The salaries of the Named Executive Officers are reviewed on an annual basis, typically at the end of each year and may also be adjusted from time to time based on changes in responsibilities, changes in benefit programs or as a result of other external and economic factors. No salary increaseschanges were made to the Company’s executive officers in 2016during 2023 and 2015.

2022.

Annual Bonus Awards

No cash

The Company paid no bonuses were approved by the Personnel Committee for officers2023 and employees for 2016.

2022 to Mr. R. A. Bianco, was paid a bonus of $120,000 for 2015. Mr. Ferrara was paid a bonus of $125,000 for 2015.or Mr. J. Bianco was paid a bonus of $60,000 for 2015.  Amounts for 2015 were based on various considerations, including work related to the 111 West 57^th Property.  Other considerations included longevity of employees with the Company and the performance throughout the year.  Amount(s) to be determined, could be payable to Mr. Bianco pursuant to the 2007 Employment Agreement, based on value realized by the Company with respect a gross-up for federal taxes imposed on the settlement amount, if any.

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Bianco.

Participation Interest

On June 28, 2013, the Company, through a newly formed subsidiary, purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57^th Street in New York, New York (the "111“111 West 57^th Property"Property”), as further described under the heading "Operating“Operating Agreement of 111 West 57^th Investment LLC."” The Company'sCompany’s interests in the joint venture are held through 111 West 57^th Investment LLC (the "Investment LLC"“Investment LLC”).

In March 2014, the Company entered into an amended and restated operating agreement for the Investment LLC (the "Amended“Amended and Restated Investment Operating Agreement"Agreement”) to grant a 10% subordinated participation interest in the Investment LLC to Mr. R. A. Bianco as incentive compensation for Mr. Bianco'sR. A. Bianco’s past, current and anticipated ongoing role to develop and commercialize the Company'sCompany’s equity investment in the 111 West 57^th Property. Pursuant to the terms of the Amended and Restated Investment Operating Agreement, Mr. R. A. Bianco has no voting rights with respect to his interest in the Investment LLC, and his entitlementright to receive 10% of the distributions from the Investment LLC is subject to the Company first receiving distributions equal to 150% of the Company'sCompany’s initial aggregate $57,250,000 investment in the Investment LLC, plus any additional investments by the Company if any, and only with respect to any distributions thereafter.

The Board of Directors approved the Company entering into the Amended and Restated Investment Operating Agreement with Mr. R.A. Bianco. Mr. R.A. Bianco, Mr. Bianco Jr. and Ms. Bianco recused themselves from the deliberations and voting of the Board of Directors in considering the Amended and Restated Investment Operating Agreement. 

12

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Litigation Funding Agreement

In 2017, the Company entered into a Litigation Funding Agreement (the “LFA”) with Mr. R. A. Bianco. Pursuant to the LFA, Mr. R. A. Bianco agreed to provide litigation funding to the Company, up to an aggregate amount of seven million dollars ($7,000,000) (the “Litigation Fund Amount”) to satisfy actual documented litigation costs and expenses of the Company, including attorneys’ fees, expert witness fees, consulting fees and disbursements in connection with the Company’s legal proceedings relating to the Company’s equity investment in the 111 West 57^th Property.

After receiving substantial AMT credit carryforward refunds in 2019, in light of the Company’s improved liquidity, the Company’s Board of Directors (the “Board”) authorized the establishment of a Special Committee of the Board (the “Special Committee”) to evaluate and negotiate possible changes to the LFA. The Special Committee was comprised of Mr. Schmidt and Mr. Carnegie.

In 2019, after receiving approval from the Special Committee, the Company and Mr. R. A. Bianco entered into an amendment to the LFA (the “Amendment”) which provides for the following: (i) the repayment of $3,672,000 in funds previously provided to the Company by Mr. R. A. Bianco pursuant to the LFA (the “Advanced Amount”), (ii) the release of Mr. R. A. Bianco from all further funding obligations under the LFA, and (iii) a modification of the relative distribution between Mr. R. A. Bianco and the Company of any Litigation Proceeds received by the Company from the 111 West 57^th Litigation, as described below.

The Amendment provides that, in the event that the Company receives any Litigation Proceeds from the 111 West 57^th Litigation, such Litigation Proceeds shall be distributed as follows:

(i)	first, 100% to the Company in an amount equal to the lesser of (a) the amount of actual litigation expenses incurred by the Company with respect to the Company’s 111 West 57th Litigation (including the Advanced Amount); or (b) $7,500,000; and
(ii)	thereafter, any additional amounts shall be distributed (a) 75% to the Company and (b) 25% to the Mr. R. A. Bianco (a reduction of Mr. R.A. Bianco’s percentage, which under the terms of the original LFA prior to the Amendment would have been 30% to 45% based on the length of time of any recovery).

The Special Committee was dissolved in 2019.

2007 Employment Agreement with the Company'sCompany’s President and Chief Executive Officer

An employment agreement, as amended, is in effect between Mr. R. A. Bianco and the Company (the "2007“2007 Employment Agreement"Agreement”), which provides for him to serve as Chairman, President and Chief Executive Officer of the Company through May 31, 2018.2028. The employment agreement also provides for additional benefits, including his participation in various employment benefit plans and annual bonus eligibility for work performed on non-Supervisory Goodwill activities.  In connection with the Company's equity investment in the 111 West 57^th Property, the Company extended Mr. Bianco's Employment Agreement through May 31, 2018.

During 2006, the Company entered into an employment agreement with Mr. R. A. Bianco (the "2007“2007 Employment Agreement"Agreement”). As part of the 2007 Employment Agreement terms: (i) Mr. Bianco'sR. A. Bianco’s annual rate of base salary was $625,000 per year during the first three years of the 2007 Employment Agreement with the amount of Mr. Bianco'sR. A. Bianco’s base salary for subsequent years to be determined by the Personnel Committee, in its sole discretion; and (ii) Mr. Bianco'sR. A. Bianco’s annual bonus opportunity each year was no longer linked to recovery efforts in connection with the Company's Company’s Supervisory Goodwill litigation. Instead, the Company and Mr. R. A. Bianco agreed to a long term incentive bonus formula, at varying percentages ranging from 5% to 10%, or more, based upon recoveries received by the Company for its investment in Carteret, through litigation or otherwise (including the Company's Company’s Supervisory Goodwill litigation). 

13 litigation).

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Retirement/Pension Benefits

401(k) Savings Plan

The only retirement type plan maintained by the Company is the Company'sCompany’s 401(k) Savings Plan (the "Savings Plan"“Savings Plan”). Pursuant to the terms of the Savings Plan, employees can make contributions which are 33%100% matched by the Company. The employee and the employer matching contribution are subject to the maximum limitations as set forth in the Internal Revenue Code of 1986, as amended.

The Company'sCompany’s matching contributions to the Savings Plan on behalf of the Named Executive Officers aggregated approximately $24,000$90,000 in 20162023 and $24,000$81,000 in 2015.

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Stock Options

The Company maintains the 1993 Stock Incentive Plan, which authorizes the grant of stock options.  The Personnel Committee did not grant any stock options in 2015.  In 2008, the Board of Directors of the Company and the Company's stockholders approved an amendment, the 1993 Stock Incentive Plan, to extend the termination date thereof for an additional ten (10) years to May 2018, with other appropriate amendments to keep the 1993 Stock Incentive Plan up to date with current regulations.

If awarded, stock option grants are generally awarded as incentive stock options intended to qualify for favorable tax treatment under Federal tax law.  The exercise price of stock option grants is set at the fair market value of the Company's common stock on the date of grant.  Accordingly, stock option grants would only have value if the market price of the common stock increases after the date of grant.  Stock option grants generally have a 10 year term and vest in equal installments over a 2 year period.  In determining the size of stock option grants to officers, the Personnel Committee considers the individual's contributions to the Company, Company performance and previously issued stock options grants.

Stock option awards are granted to encourage stock ownership by the Named Executive Officers, to provide further incentive to the achievement of the Company's goals and to align the interests of the Named Executive Officers with those of the Company's stockholders.

Practices Regarding the Grant of Stock Options Awards

If granted, the Personnel Committee makes grants of stock options or other equity based awards to the Named Executive Officers or employees of the Company generally at the beginning of each year. The Company does not have any program, plan or practice to time grants of stock options or other equity based awards in coordination with the release of material non-public information or otherwise.

All stock option awards made to the Company's Named Executive Officers, or any of our other employees, are made pursuant to the Company's 1993 Stock Incentive Plan with an exercise price equal to the fair market value of the Company's common stock on the date of grant. Fair market value is determined based upon the closing market price of a share of the Company's common stock on the date of grant. The Company does not have any program, plan or practice of awarding options and setting the exercise price based upon a stock price other than on the fair market value on the date of grant. The Company does not have a practice of determining the exercise price of options grants by using the lowest prices of the Company's common stock in a period preceding, surrounding or following the date of grant.

2022.

Other Benefits

The Company provides only a limited number of additional benefits and perquisites. Such additional items, to the extent provided, are included as Other Compensation in the Summary Compensation table presented herein. The benefits and other perquisites are reasonably consistent with general competitive market practices.

Items provided by the Company include, depending on the Named Executive Officer, Company paid term life insurance at up to two times the individual'sindividual’s base annual salary, Company paid long-term disability insurance with a monthly benefit up to 60% of the individual'sindividual’s base monthly salary, supplemental medical and dental coverage for costs not covered under the base health insurance plans, and depending on the Named Executive Officer, reimbursement for income tax services and Company provided transportation. Health and welfare plans are provided through outside insurance carriers. Benefits generally available to all full-time employees of the Company are not included herein.

The Company does not provide any other type of deferred compensation programs, nor does it provide or have outstanding loans with the Named Executive Officers or any other employee of the Company.

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1994 Senior Management Incentive Compensation Plan

Under the Company's 1994 Senior Management Incentive Compensation Plan (the "1994 Plan"), any executive officer of the Company whose compensation is required to be reported to stockholders under the Securities Exchange Act of 1934 (the "Participants") and who is serving as such at any time during the fiscal year as to which an award is granted, may receive an award of a cash bonus ("Bonus"), in an amount determined by the Personnel Committee of the Company's Board of Directors (the "Committee") and payable from an annual bonus fund (the "Annual Bonus Pool"). The Committee may award Bonuses under the 1994 Plan to Participants not later than 120 days after the end of each fiscal year (the "Reference Year").

If the Committee grants a Bonus under the 1994 Plan, the amount of the Annual Bonus Pool will be an amount equal to the sum of (i) plus (ii), where:

(i)	is ten percent (10%) of the amount by which the Company's Total Stockholders' Equity, as defined, on the last day of a Reference Year increased over the Company's Total Stockholders' Equity, as defined, on the last day of the immediately preceding Reference Year; and
(ii)	is five percent (5%) of the amount by which the Company's market value, as defined, on the last day of a Reference Year increased over the Company's market value on the last day of the immediately preceding Reference Year.

Notwithstanding the foregoing, the 1994 Plan provides that in the event of a decrease in either or both of items (i) and/or (ii) above, the Annual Bonus Pool is determined by reference to the last Reference Year in which there was an increase in such item.  If the Committee determines within the 120-day time period to award a Bonus, the share of the Annual Bonus Pool to be allocated to each Participant shall be as follows:  45% of the Annual Bonus Pool shall be allocated to the Company's Chief Executive Officer, and 55% of the Annual Bonus Pool shall be allocated pro rata to each of the Company's Participants as determined by the Committee.  The Committee in its discretion may reduce the percentage of the Annual Bonus Pool to any Participant for any Reference Year, and such reduction shall not increase the share of any other Participant.  The 1994 Plan is not the exclusive plan under which the Executive Officers may receive cash or other incentive compensation or bonuses.

The Company has paid in the past, and reserves the right to pay in the future, compensation that is not deductible if it believes it is in the best interests of the Company.  The Personnel Committee considered the provisions of Section 162(m) with regard to compensation paid in 2016.  No bonuses attributable to the 1994 Plan were paid for 2016 or 2015.

Personnel Committee Summary

The Personnel Committee believes that its compensation programs, mixing equity and cash incentives, will continue to focus the efforts of the Company'sCompany’s executive officers on long-term growth for the benefit of the Company and its stockholders. The Personnel Committee has found all the components of Company's officers'Company’s officers’ compensation to be fair, reasonable and appropriate.

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EXECUTIVE COMPENSATION

The following table sets forth the information regarding compensation earned by the Chief Executive Officer and each other executive officer of the Company and its subsidiaries (the "Named“Named Executive Officers"Officers”) with respect to services rendered to the Company in the fiscal years ended December 31, 20162023, and December 31, 2015:

2022:

Summary Compensation Table (a)

Name and Principal Position	Year		($) Salary				($) (c) Bonus				($) (d) All Other Compensation				($) Total
Richard A. Bianco, Chairman	2016		$	500,000			$	-			$	80,903			$	580,903
President and Chief Executive	2015		$	500,000			$	120,000			$	98,958			$	718,958
Officer (b)
John Ferrara, Vice President	2016		$	176,000			$	-			$	22,031			$	198,031
Chief Financial Officer &	2015		$	176,000			$	125,000			$	22,715			$	323,715
Controller
Joseph R. Bianco	2016		$	116,000			$	-			$	25,260			$	141,260
Treasurer	2015		$	116,000			$	60,000			$	28,100			$	204,100

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Name and Principal Position		Year		($) Salary			($) Bonus			($) (c) All Other Compensation			($) Total
Richard A. Bianco, Chairman		2023		$	440,000		$	-		$	98,735		$	538,735
President and Chief Executive		2022		$	440,000		$	-		$	94,519		$	534,519
Officer (b)
John Ferrara, Vice President		2023		$	235,000		$	-		$	44,324		$	279,324
Chief Financial Officer &		2022		$	235,000		$	-		$	41,084		$	276,084
Controller
Joseph R. Bianco		2023		$	116,000		$	-		$	47,002		$	163,002
Treasurer		2022		$	116,000		$	-		$	43,774		$	159,774

(a)	The columns relating to "Stock“Stock Option Awards," "Stock” “Stock Awards," "Non-Equity” “Non-Equity Incentive Plan Compensation,"” and "Non-qualified“Non-qualified Deferred Compensation Earnings"Earnings” have been omitted because no compensation required to be reported in these columns were awarded to, earned by, or paid to any of the Named Executive Officers with respect to 20162023 or 2015. 2022.
(b)	See the discussion in Employment Contractsunder the heading “Employment Contracts” below for information relating to the 2007 Employment Agreement between Mr. R. A. Bianco and the Company and the amounts which could be payable to Mr. R. A. Bianco based on value realized by the Company with respect to a gross-up for federal taxes imposed on the settlement amount, if any.
(c)	For 2015, represents amounts for the year indicated and paid in the following year, consistent with the Company's past practice.

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(d)	All Other Compensation for fiscal year 2016,2023, in the table above consists of the following:

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		Mr. R. Bianco				Mr. Ferrara				Mr. J. Bianco
Company contributions to 401(k) savings plan		$	7,920			$	7,920			$	7,920
Supplemental life insurance premiums			8,750				555				2,461
Long-term disability insurance premiums			19,560				756				756
Supplemental medical and dental insurance			13,581				11,988				12,131
Reimbursement of income tax costs for participation in life insurance plans			5,420				344				1,524
Reimbursement of income tax costs for participation in long-term disability plans			12,116				468				468
Company provided automobile (e)			3,431				-				-
Reimbursement for tax services			10,125				-				-
Director's fees			-				-				-
Total		$	80,903			$	22,031			$	25,260

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		Mr. R. A. Bianco			Mr. Ferrara			Mr. J. Bianco
Company contributions to 401(k) savings plan		$	30,000		$	30,000		$	30,000
Supplemental life insurance premiums			8,750			555			2,461
Long-term disability insurance premiums			18,804			693			693
Supplemental medical and dental insurance			11,856			12,264			11,856
Reimbursement of income tax costs for participation in life insurance plans			5,420			344			1,524
Reimbursement of income tax costs for participation in long-term disability plans			12,116			468			468
Company provided automobile (d)			1,914			-			-
Reimbursement for tax services			9,875			-			-
Total		$	98,735		$	44,324		$	47,002

(e)(d)

All All amounts for personal use of a Company-provided automobile for Mr. R. A. Bianco, included in table above for other   compensation, include mileage, fuel, maintenance, insurance, and other miscellaneous fees.

15

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Pay vs. Performance Table

Year		Summary Compensation Table Total for PEO (a) (c)			Compensation Actually Paid to PEO (a) (c)			Average Summary Compensation Table Total for Non-PEO NEOs (b) (c)			Average Compensation Actually Paid to Non-PEO NEOs (b) (c)			Value of Initial Fixed $100 Investment Based On Total Shareholder Return (d)			Net Income (Loss) (d)
2023		$	538,735		$	440,000		$	221,163		$	175,500		$	38.96		$	(5,271,000)
2022		$	534,519		$	440,000		$	217,929		$	175,500		$	18.18		$	(3,473,000)
2021		$	533,212		$	440,000		$	216,758		$	175,500		$	90.91		$	(5,208,000)

(a)	PEO in all years presented above is Richard A. Bianco
(b)	Non-PEO NEO’s in all years presented above are John Ferrara and Joseph R. Bianco
(c)	In all years presented above, “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” is the amounts shown in the Summary Table, “Total” column less amounts shown in the “All Other Compensation”, column.
(d)	Due to the nature of the Company’s operations, the Company does not believe there is a correlation between the compensation actually paid to the PEO or the average compensation actually paid to the Non-PEO NEOs to the Company’s cumulative total shareholder return or the Company’s net income (loss) in the periods presented.

Grants of Plan Based Awards During 2016

2023

No stock options, SARs, or any other type of stock award grants were granted to the Named Executive Officers during the year ended December 31, 2016.

2023.

No awards under the long-term incentive plan awards were made to the Named Executive Officers in 2016, and there were2023. The Company does not have any stock options, SARs or other stock award grants outstanding, hence no stock options previously awarded to any of the Named Executive Officers that were repriced during 2016.

2023.

Outstanding Equity Awards at December 31, 2016

2023

The Company does not have any stock options, SARs or other stock award grants outstanding.

Option Exercises and Stock Vested Table Duringduring Fiscal 2016

During 2016, there were2023

The Company has no stock options outstanding; hence, there were no stock options exercised or stock options vested during 2016.2023. 

16

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EMPLOYMENT CONTRACTS

2007 Employment Agreement with the Company’s President and Chief Executive Officer

An employment agreement, as amended, is in effect between Mr. R. A. Bianco and the Company, (the "2007“2007 Employment Agreement"Agreement”). The terms of the 2007 Employment Agreement provide for Mr. R. A. Bianco to serve as Chairman, President and Chief Executive Officer of the Company. In June 2013,January 2018, the Company and Mr. R. A. Bianco agreed to an amendment to Mr. Bianco'sBianco’s Employment Agreement with the Company, to extend the term of Mr. Bianco'sR. A. Bianco’s employment with the Company to May 31, 20182028 from May 31, 20152023 (the "Employment Period"“Employment Period”). Under the terms of the 2007 Employment Agreement, Mr. R. A. Bianco was entitled to receive an annual base salary of $625,000 for the first three (3) years and was then eligible for discretionary increases to the amount of his base salary in subsequent years. The 2007 Employment Agreement provides for discretionary annual bonuses (which may not take into consideration his efforts to obtain a recovery for the Company of its investment in Carteret Savings), employee benefit plans participation, and certain long-term disability benefits. The 2007 Employment Agreement provides a long-term incentive arrangement for Mr. R. A. Bianco (the "Long-Term“Long-Term Incentive Award"Award”); based upon receipt by the Company of a recovery of its investment in Carteret Savings through litigation or otherwise (including the Company's Company’s Supervisory Goodwill litigation) (the "Recovery Amount"“Recovery Amount”), Mr. R. A. Bianco would receive, with certain exceptions, a lump-sum payment equal to a percentage of that recovery, as follows:

	Long-Term Incentive Award = 5% of the first $50,000,000 of Recovery Amount;
	Plus
	8% of Recovery Amount in excess of $50,000,000 but not greater than $150,000,000;
	Plus
	10% of Recovery Amount in excess of $150,000,000 but not greater than $250,000,000;
	Plus
	Discretionary amount (not less than 10%), to be determined by the Board, of Recovery Amount in excess of $250,000,000.

Pursuant to the terms of the 2007 Employment Agreement between Mr. R. A. Bianco and the Company as amended, and the receipt by the Company of $180,650,000 as part of the Supervisory Goodwill legal proceedings Settlement Agreement, in 2012 Mr. R. A. Bianco received a bonus payment as calculated in accordance with the 2007 Employment Agreement. Additional amount(s)amounts to be determined could be due to Mr. R. A. Bianco pursuant to the 2007 Employment Agreement, based on value realized by the Company with respect to a gross-up for federal taxes imposed on the settlement amount, if any.

Under the terms of the 2007 Employment Agreement, if no recovery hadhas been obtained by the Company by the expiration of the 2007 Employment Agreement, the Company and Mr. R. A. Bianco could enter into a consulting arrangement pursuant to which, following his employment with the Company, he would continue to provide services to the Company as an independent contractor, solely for the purpose of assisting the Company in obtaining such a recovery.

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Any further Long-Term Incentive Award to Mr. R. A. Bianco is to be paid in the future (i.e., whether during or after the Employment Period and/or the Consulting Period) except if Mr. R. A. Bianco willfully refuses to cooperate in a reasonable fashion with the Company and/or the Board in connection with the Company'sCompany’s efforts to obtain a Recovery Amount, in which case he would forfeit his entitlement to receive any further Long-Term Incentive Award.

During the Employment Period, if Mr. R. A. Bianco voluntarily resigns or has his employment with the Company terminated by the Company for cause (as set forth in the 2007 Employment Agreement), Mr. R. A. Bianco will forfeit his entitlement to receive any further Long-Term Incentive Award. If Mr. R. A. Bianco becomes disabled (as set forth in the 2007 Employment Agreement) or dies, Mr. R. A. Bianco or his estate, as applicable, would be entitled to receive any further Long-Term Incentive Award upon the Company'sCompany’s receipt of the Recovery Amount, regardless of when the Recovery Amount is received by the Company. If the Company terminates Mr. Bianco'sR. A. Bianco’s employment with the Company without cause, Mr. R. A. Bianco or his estate, as applicable would be entitled to receive any further Long-Term Incentive Award upon the Company'sCompany’s receipt of the Recovery Amount, regardless of when the Recovery Amount is received by the Company.

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Mr. Bianco'sR. A. Bianco’s employment under the 2007 Employment Agreement automatically terminates if Mr. R. A. Bianco dies during the term of the Employment Period and can be terminated by the Company at its option for cause (as set forth in the 2007 Employment Agreement) or Mr. Bianco'sR. A. Bianco’s inability to engage in any substantial gainful activity (as set forth in the 2007 Employment Agreement).

In the event the Company terminates Mr. Bianco'sR. A. Bianco’s employment for any reason other than those permitted pursuant to the 2007 Employment Agreement, Mr. R. A. Bianco would be entitled to receive a lump-sum amount equal to the salary payments provided for in the 2007 Employment Agreement for the remaining term thereof, following the passage of a six (6) month period from the date of his termination. As of December 31, 2016,2023, the aggregate lump-sum amount of such salary payments, pursuant to the 2007 Employment Agreement as amended, would be approximately $885,000.

OPERATING AGREEMENT OF$2,760,000.

Operating Agreement of 111 WEST 57TH INVESTMENTWest 57th Investment LLC

On

In June 28, 2013, 111 West 57^th Investment LLC ("(“Investment LLC"LLC”), a then newly formed subsidiary of the Company, entered into a joint venture agreement (as amended, the "JV Agreement"“JV Agreement”) with 111 West 57^th57th Sponsor LLC, (the "Sponsor"“Sponsor”), pursuant to which Investment LLC invested (the "Investment"“Investment”) in a real estate development property to purchase and develop the 111 West 57^th Street Property (the "111 West 57^th Property").Property. In consideration for making the Investment, Investment LLC was granted a membership interest in 111 West 57^th Partners LLC ("(“111 West 57^th Partners"Partners”), which indirectly acquired the 111 West 57^th Property on June 28, 2013 (the "Joint“Joint Venture,"” and such date, the "Closing Date"“Closing Date”). The Company also indirectly contributed an additional amount to the Joint Venture in exchange for an additional indirect interest in the Joint Venture. Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Company recorded its investment in 111 West 57^th Partners utilizing the equity method of accounting. The Joint Venture plans were to redevelop the 111 West 57^th Property into a luxury residential tower and retail project.

The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor.

Additionally, the JV Agreement provides that (i) Mr. Richard A. Bianco (the Company's current Chairman, President and Chief Executive Officer) ("Mr. R. A. Bianco"), his immediate family, and/or any limited liability company wholly-owned thereby, and/or a trust in which Mr. R. A. Bianco and/or his immediate family is the beneficiary, shall at all times own, in the aggregate, not less than 20% of the outstanding shares of AmBase; and (ii) Mr. R. A. Bianco shall remain the Chairman of the Board of Directors of AmBase for the duration of the JV Agreement.

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In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended“Amended and Restated Investment Operating Agreement"Agreement”) to grant a 10% subordinated participation interest in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco'sBianco’s past, current and anticipated ongoing role to develop and commercialize the Company'sCompany’s equity investment in the 111 West 57^th Property. Pursuant to the terms of the Amended and Restated Investment Operating Agreement, Mr. R.A. Bianco has no voting rights with respect to his interest in Investment LLC, and his entitlement to receive 10% of the distributions from Investment LLC is subject to the Company first receiving distributions equal to 150% of the Company'sCompany’s initial aggregate investment in Investment LLC and the Joint Venture, plus any additional investments by the Company,, and only with respect to any distributions thereafter. At the current time the Company has not expensed nor accrued any amounts relating to this subordinated participation interest, as no amount or range of amounts can be reasonably estimated or assured.

During 2014, in connection with the funding of additional capital calls under the JV Agreement for required borrowing and development costs for the 111 West 57^th Property, the Company'sCompany’s management and its Board of Directors concluded that, given the continuing development risks of the 111 West 57^th Property and the Company'sCompany’s financial position, the Company should not at that time increase its already significant concentration and risk exposure to the 111 West 57th Property. Nonetheless, the Company sought to limit dilution of its interest in the Joint Venture resulting from any failure to fund the capital call requirements, but at the same time wished to avoid the time, expense and financial return requirements (with attendant dilution and possible loss of voting rights) that obtaining a replacement third-party investor would require. The Company therefore entered into a second amended and restated operating agreement for Investment LLC ("(“Second Amended and Restated Investment Operating Agreement"Agreement”) pursuant to which Capital LLC was admitted as a member of Investment LLC. In exchange for Capital LLC contributing toward Investment LLC capital calls in respect of the 111 West 57^th Property, available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement as noted above), second to the Company until it has received 150% of its capital, and, thereafter, available cash is split 10/90, with 10% going to Mr. R. A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance. No other material changes were made to the Amended and Restated Investment Operating Agreement, and neither Mr. R. A. Bianco nor Capital LLC has any voting rights with respect to their interest and investment in Investment LLC.

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Because of time constraints, concerns regarding the potential level of any financial dilution, complications relating to structure of the investments in the Joint Venture, bank constraints and potential loss of voting rights over the Joint Venture, the terms of Capital LLC'sLLC’s admission to and investment in the Investment LLC were reviewed by the Board of Directors and determined to be no less favorable to the Company than would have been obtained in negotiations with a third party unaffiliated with the Company, even assuming that any such third party investor was available and prepared to fund under the time constraints imposed by the JV Agreement. Based in part on such determination, the Board of Directors (with Mr. Bianco abstaining) unanimously approved the admission of Capital LLC to Investment LLC on the terms described.

described by a vote of the disinterested members of the Board of Directors. In April 2015, Capital LLC contributed an additional $5,761,000amount toward Investment LLC capital calls in respect of the 111 West 57^th Property.

In July 2015, based on available net proceeds received from the financing and equity previously invested in the project, funds were distributed to the members of 111 West 57^th Partners (the "July“July 2015 Distribution"Distribution”). As part of the July 2015 Distribution, in accordance with the Second Amended and Restated Investment Operating Agreement as noted herein, the Company through Investment LLC repaid Capital LLC.LLC the full amount of its capital contributions of $9,868,000. Additional amounts may still be payable to Capital LLC based on investment returns received on the 111 West 57^th Property as further described herein.

Pension Benefits

Other than the Company'sCompany’s 401(k) Savings Plan, the Company maintains no other retirement or deferred compensation type plans.

Nonqualified Deferred Compensation

The Company does not maintain any other type of nonqualified deferred compensation plan.

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Potential Payments Uponupon Termination or Change in Control

Other than Mr. R. A. Bianco, there are no employment agreements or employment contracts with any other officer or employee of the Company. See Employment Contracts above, for information concerning potential payments due to Mr. R. A. Bianco upon termination, pursuant to the employment agreement between Mr. R. A. Bianco and the Company.

The Company does not have any severance or termination payment plans in effect.

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Generally, subject to the terms of the individual stock options agreements, in the event the employment of an employee is terminated (other than by reason of retirement or death) without cause, as defined, the employee may exercise the vested and previously unexercised portion of their option agreement, as of such date, at any time within (i) one year after the termination of the employee's employment due to their "total and permanent disability", as defined, or (ii) three months after the termination of the employee's employment for any other reason, but, in either case, in no event after the expiration of the option terms.

In the event that the employment of an employee terminates by reason of retirement, option agreements generally shall be exercisable for a period of three years after such retirement date. If an option is exercised after cessation of employment for any reason, including retirement, it may only be exercised to the extent of shares previously vested, as of such date, provided, however, that the option may not be exercised after the expiration of the option term.

Additionally, stock options may, in the sole discretion of the Personnel Committee, become exercisable at any time prior to the expiration date of the option award for the full number of awarded shares or any part thereof, (less any options previously exercised under the option agreement) (i) after the employee ceases to be an employee of the Company as a result of the sale or other disposition by the Company of assets or property (including shares of any subsidiary), or (ii) in the case of a change in control of the Company.  As of December 31, 2015, there were no stock options outstanding to the Named Executive Officers.

COMPENSATION OF DIRECTORS

The annual fee paid to each director of the Company, including Mr. R. A. Bianco, who is the Company'sCompany’s Chairman, President and Chief Executive Officer, is $12,000 per year. Mr. R. A. Bianco elected not to receive his annual director fee for 2016.2023. In addition, each Chairperson and/or Co-Chairperson of a Board committee is paid an additional fee of $1,000 per year, and after four (4) Board and/or committee meetings, each director is paid a $500 per meeting attendance fee. Pursuant to the Company'sCompany’s By-Laws, directors may be compensated for additional services for the Board of Directors or for any committee at the request of the Chairman of the Board or the Chairman of any committee.

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Directors Compensation Table - 2016

Details of amounts paid to the Company'sCompany’s directors in their capacities as directors and/or board committee members for the year ending December 31, 2016,2023, is as follows:

Name and Position		Fees Earned or Paid in Cash				Totals (a) (b) (c)
Alessandra F. Bianco
Board Member
Member Audit Committee		$	12,000			$	12,000
Richard A. Bianco, Jr.
Board Member		$	12,000			$	12,000
Jerry Y. Carnegie
Board Member
Chairman Audit Committee
Member Personnel Committee		$	7,500			$	7,500
Kenneth M. Schmidt
Board Member
Member Audit Committee
Chairman Personnel Committee		$	14,000			$	14,000

Name and Position		Fees Earned or Paid in Cash			Totals   (a) (b)
Richard A. Bianco
Chairman of the Board, President
and Chief Executive Officer		$	-	(a)	$	-	(a)
Alessandra F. Bianco
Board Member
Member Audit Committee		$	12,000		$	12,000
Richard A. Bianco, Jr.
Board Member		$	12,000		$	12,000
Jerry Y. Carnegie
Board Member
Chairman Audit Committee
Member Personnel Committee		$	13,000		$	13,000
Scott M. Salant
Board Member
Member Audit Committee
Chairman Personnel Committee		$	13,000		$	13,000

(a)	Amounts Mr. R. A. Bianco waived payment of his director fees in the table above exclude amounts received by Mr. Bianco in his capacity as the Chairman of the Board of Directors of the Company, which, if applicable, are reflected in "All Other Compensation" in the Summary Compensation table above. 2023.
(b)	No other additional fees or any other type of compensation, including equity, non-equity and/or deferred compensation payments or awards were paid or granted to any of the Company'sCompany’s outside directors in 2016.
(c)	Mr. Horton, who served as a Director until the end of his term in June 2016, received $5,000 for his service on the Board during 2016.2023.

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Personnel Committee Interlocks and Insider Participation

The members of the Personnel Committee during 20162023 were Scott M. Salant, Chairperson, and Jerry Y. Carnegie. Kenneth M. Schmidt served as Chairperson Jerry Y. Carnegie (upon his election in June 2016), and Theodore T. Horton, Jr. (untiluntil the end of his term in June 2016).2023. No executive officer serves, or in the past has served, as a member of the Board of Directors or Personnel Committee of any entity that has any of its executive officers serving as a member of the Company'sCompany’s Board of Directors or Personnel Committee.

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STOCK OWNERSHIP

Stock Ownership of Certain Beneficial Owners

The following information is set forth with respect to persons known by the Company to be the beneficial owners of more than 5% of the outstanding Common Stock, the Company'sCompany’s only class of voting securities, as of March 17, 2017,April 2, 2024, except as set forth below.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership			Percentage of Common Stock Owned
BARC Investments, LLC			16,000,000	(a)		39.28	%
c/o Barry Strauss & Associates			(direct)
307 Fifth Avenue
New York, NY  10016
IsZo Capital LP			7,842,785	(b)		19.25	%
415 Madison Avenue, 15th Floor
New York, NY  10017

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership			Percentage of Common Stock Owned
BARC Investments, LLC			58,950,460	(a)		69.4	%
c/o Barry Strauss & Associates			(direct)
307 Fifth Avenue
New York, NY  10016

(a)

Ownership amount reported is based on a Schedule 13D Filed13D/A-2 filed by BARC Investments, LLC on March 26, 2009April 1, 2024, and assumes that in the absence of any subsequent amendments to such Schedule 13D that the amounts reported therein have not changed. Ms. Alessandra F. Bianco and Mr. Richard A. Bianco, Jr., are managing members of BARC Investments, LLC, and share voting and dispositive power with respect to shares held by BARC Investments, LLC.

(b)

Ownership amount is reported on a Schedule 13G/A, filed by IsZo Capital LP (the "Fund") on February 14, 2017; IsZo Capital GP LLC ("IsZo GP") is Ms. Bianco and Mr. Richard A. Bianco, Jr. are the general partneradult children of Mr. Richard A. Bianco, the Company’s Chairman, President and Chief Executive Officer. The business address of the Fund.  IsZo Capital Management LP ("ICM")reporting persons under this Schedule 13D/A is the investment manager of the Fund.  Brian L. Sheehy ("Mr. Sheehy") is the managing member of IsZo GP and the President of the general partner of ICM.  IsZo GP, ICM and Mr. Sheehy may each be deemed to have voting and dispositive power with respect to the shares of the Company's common stock held by the Fund. c/o Barry Strauss & Associates, 307 Fifth Avenue, New York, NY 10016.

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Stock Ownership of Directors and Executive Officers

According to information furnished by each nominee, continuing director and executive officer included in the Summary Compensation Table, the number of shares of the Company'sCompany’s Common Stock beneficially owned by them as of March 17, 2017,April 2, 2024, was as follows:

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership (a) (b)				Percentage of Common Stock Owned
Richard A. Bianco			777,547			1.91	%
Joseph R. Bianco			50,000			*
John Ferrara			36,029			*
Alessandra F. Bianco			16,000,000	(c)		39.28	%
Richard A. Bianco, Jr.			-	(c)		-
Jerry Y. Carnegie			-			-
Kenneth M. Schmidt			20,000			*
All Directors and Officers as a group (7 persons)			16,883,576			41.40	%

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership (a) (b)				Percentage of Common Stock Owned
Richard A. Bianco			1,622,547	(c)		1.9	%
Joseph R. Bianco			50,000			*
John Ferrara			36,029			*
Alessandra F. Bianco			58,950,460	(d)		69.4	%
Richard A. Bianco, Jr.			58,950,460	(d)		69.4	%
Jerry Y. Carnegie			71,898			*
Scott M. Salant			-			-
All Directors and Officers as a group (7 persons)			60,730,934			71.5	%

* Represents less than 1% of Common Stock outstanding

(a)	All of the named individuals have sole voting and investment power with respect to such shares.
(b)	There are no pledges of Company shares by any of the Company'sCompany’s officers, employees or directors.
(c)	Includes 1,420,000 shares held in a Uniform Gifts to Minors Act Account for the benefit of his grandchildren. Mr. R.A. Bianco retains voting control of the shares, but pursuant to Rule 13d-4, he disclaims beneficial ownership of the shares to the extent he does not have a pecuniary interest in such shares.
(d)	Ownership amount reported is based on a Schedule 13D Filed13D/A-2 filed by BARC Investments, LLC on March 26, 2009April 1, 2024, and assumes that in the absence of any subsequent amendments to such Schedule 13D that the amounts reported therein have not changed. Ms. Alessandra F. Bianco and Mr. Richard A. Bianco, Jr. are managing members of BARC Investments, LLC and share voting and dispositive power with respect to shares held by BARC Investments, LLC. Ms. Bianco and Mr. Richard A. Bianco, Jr. are the adult children of Mr. Richard A. Bianco, the Company’s Chairman, President, and Chief Executive Officer.

PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Based on the direction of the Audit Committee, the Board of Directors is proposing that the stockholders ratify the appointment of Marcum LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2017.2024. Your ratification of the appointment of Marcum LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024, does not preclude the Board of Directors from terminating its engagement of Marcum LLP and retaining a new independent registered public accounting firm if it determines that such an action would be in the best interests of the Company. The Company has been advised by Marcum LLP that neither that firm nor any of its partners had any direct financial interest or any material indirect financial interest in the Company, or any of its subsidiaries, except as independent certified public accountants. A representative of Marcum LLP is expected to be present at the Annual Meeting with the opportunity to make a statement, if he or she desires to do so, and to respond to appropriate questions from the stockholders.

The Board of Directors recommends a vote FOR approval of the appointment of Marcum LLP.

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PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON COMPENSATION FORTO AUTHORIZE AN AMENDMENT TO THE COMPANY'S NAMED EXECUTIVE OFFICERS

COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 85,000,000 TO 200,000,000.

General

The Dodd-Frank ActBoard of Directors believes that it would be in the best interests of both the Company and SEC rulesits stockholders and is proposing that stockholders approvean Amendment (the “Authorized Capital Increase Charter Amendment”) to the Company’s Restated Certificate of Section 14AIncorporation (the “Current Certificate”) to increase the number of shares of common stock from 85,000,000 to 200,000,000 and no changes to the number of authorized shares of cumulative preferred stock the Company is authorized to issue (a copy of which is attached as Exhibit A to the Proxy Statement) (the “Increase in Authorized Shares”). Other than the proposed increase in the number of shares of the Securities Exchange ActCompany’s authorized Common Stock, the proposed Authorized Capital Increase Charter Amendment is not intended to modify the rights of 1934,existing stockholders in any material respect. The Board of Directors approved the proposed Increase in Authorized Shares and recommends the approval and adoption of Proposal No. 3 by the stockholders.

If the Increase in Authorized Shares is approved, the Company will file an appropriate Certificate of Amendment to its Restated Certificate of Incorporation to affect such an Increase in Authorized Shares which would become effective upon filing with the Secretary of State of the State of Delaware, which the Company intends to file promptly after the Annual Meeting.

Approval will require a majority vote of the holders of the Company's issued and outstanding shares of Common Stock.

If Proposal No. 3 is not approved, the Authorized Capital Increase Charter Amendment would not be filed, and the Current Certificate would remain in effect. A copy of the Current Certificate is available as amended (the "Exchange Act"), require public companies give their stockholdersExhibit 3.1 to the opportunity to vote,Company’s Annual Report on a non-binding advisory basis,Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 18, 2024. The following general description of the Authorized Capital Increase Charter Amendment and the effect of Proposal No. 3 on the compensation ofCurrent Certificate are qualified in their Named Executive Officers.  Accordingly, stockholdersentirety by reference to the text of the Authorized Capital Increase Charter Amendment set forth in Exhibit A.

Background of Proposed Increase in the Number of Authorized Shares of Common Stock

Under Delaware law, the Company may only issue shares of its capital stock to the extent such shares have been authorized for issuance under our Current Certificate. The Current Certificate authorizes the issuance of up to 85,000,000 shares of Common Stock and up to 20,000,000 shares of preferred stock, having a par value of $0.01 per share. As of April 1, 2024, 84,938,211 shares of Common Stock were issued and outstanding, leaving approximately 61,789 shares of Common Stock unissued and unreserved. In addition, 20,000,000 undesignated shares of cumulative preferred stock are being givenauthorized under the opportunityCurrent Charter, but no shares of preferred stock have been issued. In order to vote on a proposal, commonly known as "say-on-pay", to express their views on the Company's compensation programensure sufficient shares of Common Stock will be available for the Company's Named Executive Officers as reflected in this proxy statement in accordance with SEC rules.

This advisory vote is not binding onissuance by the Company, the Board of Directors has approved, subject to stockholder approval, the Authorized Capital Increase Charter Amendment to increase the number of shares of such Common Stock authorized for issuance from 85,000,000 to 200,000,000. The proposed Increase in Authorized Shares will not affect any stockholder’s proportionate equity interest in the Company. Neither the par value of the Common Stock nor any rights presently accruing to holders of Common Stock would be affected by this Amendment.

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The following table illustrates the effect of the Amendment to the Restated Certificate of Incorporation on the Company’s Common Stock based on shares authorized, issued, outstanding and available for future issuance as of April 2, 2024.

		Common Stock 0.01 Par Value
		Prior to Amendment		Assuming Amendment
Authorized shares		85,000,000		200,000,000
Issued shares		84,938,211		84,938,211
Net shares outstanding		84,938,211		84,938,211
Shares available for future issuance		61,789		115,061,789

Purpose and Effect of the Authorized Capital Increase Charter Amendment

The Board of Directors believes it desirable to increase the authorized number of shares of Common Stock in order to provide the Company with adequate flexibility in corporate planning and strategies. The availability of additional shares of Common Stock for issuance could be used for a number of purposes, including corporate financing, public or private offerings of Common Stock, future acquisitions, stock dividends, stock splits, strategic relationships with corporate partners, stock options, and other stock-based compensation. The availability of additional shares of Common Stock is particularly important in the event that the Board of Directors needs to undertake any of the foregoing actions on an expedited basis and thus to avoid the time and expense of seeking stockholder approval in connection with the contemplated issuance of Common Stock. The are currently no other plans, agreements or understandings regarding the issuance of any of the additional shares of Common Stock that would be available if this proposal is approved. Such additional authorized shares may be issued for such purposes and for such consideration as the Board of Directors may determine without further stockholder approval, unless such action is required by applicable law or the Personnel Committee.  rules of any stock exchange on which the Company’s securities may be listed at the time.

The advisory voteincrease in authorized Common Stock will not have any immediate effect on the rights of existing stockholders. The additional shares of Common Stock for which authorization is sought would be part of the existing class of Common Stock. There will be no change in voting rights, dividend rights, liquidation rights, preemptive rights or any other stockholder rights as a result of the Authorized Capital Increase Charter Amendment. However, the Board of Directors will have the authority to issue authorized Common Stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or the rules of any stock exchange on which the Company’s securities may be listed at the time. To the extent that additional authorized shares are issued in the future, they may decrease the existing stockholders’ percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the existing stockholders. Except for the preemptive rights granted to BARC Investments pursuant to its Standby Purchase Agreement with the Company entered into on February 28, 2024, the holders of Common Stock have no preemptive rights under the Current Certificate and the Board of Directors has no plans to grant such rights with respect to any such shares.

The increase in the Company’s authorized but unissued shares of Common Stock that would result from adoption of the Authorized Capital Increase Charter Amendment could have a potential anti-takeover effect with respect to the Company, although management is not intended to address any specific item of compensation orpresenting the compensation received by any one person, but ratherproposal for this reason and does not presently anticipate using the overall compensationincreased authorized shares for such a purpose. The potential anti-takeover effect of the Company's Named Executive OfficersAuthorized Capital Increase Charter Amendment arises because it would enable the Company to issue additional shares of Common Stock up to the total authorized number with the effect that stockholdings and related voting rights of then existing stockholders would be diluted to an extent proportionate to the related compensation practices as describednumber of additional shares of Common Stock issued. In addition, if the Company were the subject of a hostile takeover attempt, it could try to impede the takeover by issuing shares of Common Stock, thereby diluting the voting power of the other outstanding shares and increasing the potential cost of the takeover. The availability of this defensive strategy to the Company could discourage unsolicited takeover attempts, thereby limiting the opportunity for the Company’s stockholders to realize a higher price for their shares than is generally available in the "Compensation Narrative" and "Executive Compensation" sectionspublic markets. The Board of this Proxy Statement.

The Personnel committeeDirectors is comprised solelynot aware of independent directors committedany attempt or contemplated attempt to applying sound governance practices to compensation decisions. As described in the Compensation Narrative, the Company's executive compensation programs are designed to motivate and retain key executives who are crucial to the long term successacquire control of the Company.  The Personnel Committee continually reviews the compensation programs for the Named Executive Officers to ensure they align the executive compensation structure with stockholder's interests.  We believe the Company's pay practices are based on sound principles, which support the goal of achieving long term success for the Company, and are important in motivating our Named Executive Officers in advancing those goals. The Company recognizes a value added approach and seeks to align its' compensation policiesthis proposal is not being presented with the achievementintent that it be utilized as a type of long term successanti-takeover device. 

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Market for the Company.

Company’s Common Stock

The Company considers and bases compensation on a variety of factors, including the following:

Long-term success of the Company;

Building of long-term shareholder value;

Competitive pay and benefit programs;

Motivation and retention of long-term employees who have a valued corporate history;

Short – term value added performance.

AmBase is a unique company; in the past its primary focus had been the recovery of the Company's largest asset Carteret Savings Bank ("Carteret") due to the breach of the supervisory goodwill contracts with the bank. This twenty (20) year old legal proceeding was settled in 2012 pursuant to which in October 2012, the Company received settlement proceeds of $180,650,000. In December 2012, the Company paid shareholders a cash dividend of $2.00 per common share.  The successful resolution yielded significant shareholder value.  In order to realize this value, the Company had to navigate through a series of complex problems including, (i) the realization of favorable outcomes in these multiyear legal proceedings; (ii) resolution of the Carteret receivership controlled by the Federal Deposit Insurance Corporation ("FDIC") receiver since 1992; and (iii) consideration to various tax related implications.  The settlement of the Supervisory Goodwill proceedings resulted in considerable value to the Company's stockholders.  The tax related consequences of the Settlement Award were likewise complex and the Company was successful in having the Internal Revenue Service ("IRS") complete their review of the Company's 2012 Federal Income Tax Return with no change to the tax return as filed.  The Company's tax return for 2012 and subsequent years have continuing interrelationships, which could require further proceedings in the Court of Federal Claims.

The Company, in June 2013, purchased an equity investment in the 111 West 57^th Street real estate development property which will require the Company management's continuing involvement with the goal of producing favorable shareholder appreciation.  In March 2014, to provide an incentive for Mr. Bianco and to further align his interests with the shareholdersCommon Stock of the Company trades through one or more market makers, with quotations made available in the Personnel Committee granted Mr. Biancoover-the-counter market under the symbol ABCP.

As of February 15, 2024, there were approximately 5,900 beneficial owners of the Company’s Common Stock. The closing price of the Common Stock was $0.24 on February 15, 2024.

Vote Required and Board of Directors Reservation of Rights

Under Delaware law, approval of the Authorized Capital Increase Charter Amendment requires the affirmative vote of at least a 10% subordinated participant interestmajority of the outstanding shares of the Company’s Common Stock. Such approval will authorize the Board of Directors to effectuate an increase in this development, subjectthe number of authorized shares of Common Stock by filing the Authorized Capital Increase Charter Amendment with the Secretary of State of the State of Delaware.

No Dissenter’s Rights

Under Delaware law, stockholders are not entitled to dissenter’s rights of appraisal with respect to the Company's receipt of 150% of its initial investment, proposed Authorized Capital Increase Charter Amendment.

plus any additional investments byFor the Company if any, prior to any distributions to Mr. Bianco.

The Company has continually addressed all expenses, including compensation costs and has been successful in maintaining costs at a minimum and reducing costs as disclosed in this Proxy Statement and past Company financial filings.

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We suggest stockholders carefully consider and comparereasons stated herein, the information as discussed in the "Compensation Narrative," the Summary Compensation Table and related tables and disclosures in this Proxy Statement and other prior year Company public filings.  These disclosures provide information on the Company's compensation policies and practices including the factors the Personnel Committee considers when establishing compensation for the Company's Named Executive Officers.

In accordance with recently adopted rules under the Securities Exchange Act of 1934 as amended (the "Exchange Act"), we are asking stockholders to approve the following advisory resolution:

RESOLVED, that on a non-binding advisory basis, the Company's stockholders hereby approve the compensation of the Company's Named Executive Officers, as disclosed in the "Compensation Narrative" and "Executive Compensation" sections of the Company's Proxy Statement for the 2017 Annual Meeting of Stockholders.

The Board of Directors recommends a vote FOR the Authorized Capital Increase Charter Amendment to increase the number of authorized shares of capital stock under the Company’s Restated Certificate of Incorporation. 

FOR25 this resolution because it believes that the policies and practices described in this Proxy Statement and the Compensation Narrative are effective in achieving the Company's goals, aligning the Named Executive Officers' long term interest with those of the stockholders, and motivating executives to remain with the Company to achieve results and build stockholder value.

The "say-or-pay" vote is advisory and therefore is not binding on the Company, the Board of Directors, or the Personnel Committee.  The Board of Directors and Personnel Committee values and will review and consider the outcome of the stockholder vote when considering future compensation, as they deem appropriate.  To the extent the resolution is not approved, the Board of Directors and the Personnel Committee will evaluate whether any actions are necessary to address those concerns.

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PROPOSAL NO. 4 – ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE NON-BINDING ADVISORY VOTES ON EXECUTIVE COMPENSATION

The Dodd-Frank Act and SEC rules also require that the Company give stockholders the opportunity

Delivery of Proxy Materials to vote for their preference as to how frequently the Company should hold future advisory votes on the compensation of the Company's Named Executive Officers, as disclosed pursuant to the SEC's compensation disclosure rules.

In considering your vote, you may wish to review the information presented in connection with Proposal No. 3 above, and the information on the Company's compensation policies regarding the Named Executive Officers as such compensation is described under the "Compensation Narrative" and "Executive Compensation" sections of this Proxy Statement.

By voting on this Proposal 4, stockholders can cast their votes on their preferred voting frequency by choosing one of four options for this proposal on the proxy card: whether they would prefer a non-binding advisory vote on Name Executive Officers compensation once every one (1) year, two (2) years or three (3) years, or may abstain from voting on this Proposal 4.  When voting on this Proposal 4, stockholders are NOTHouseholds voting to approve or disapprove the Board of Director's recommendation on this proposal.

After careful consideration of this proposal, the Board of Directors and Personnel Committee has determined that holding an advisory vote on compensation for the Company's Named Executive Officers once every three (3) years is the most appropriate alternative for the Company at this time and therefore, the Board of Directors recommends that shareholders vote for Choice 3, "an advisory vote every three (3) years."  In making this recommendation, the Board of Directors considered the following:

The Company compensation program is intended to encourage long term performance for the Company and the building of shareholder value.

An advisory vote every three (3) years will give the Board of Directors sufficient time to thoughtfully consider the results of the advisory vote and implement changes it may deem necessary.

In accordance with recently adopted rules under the Exchange Act, we are asking stockholders to approve the following advisory resolution:

"RESOLVED, that the Company's stockholders determine, on a non-binding advisory basis, that the preferred frequency with which the shareholders of the Company shall have an advisory vote on the compensation of the Company's Named Executive Officers as such compensation is described under the "Compensation Narrative" and "Executive Compensation" sections of this Proxy Statement is whichever of the following choices receives the highest number of votes cast:

Choice 1 – every year;

Choice 2 – every two years;

Choice 3 – every three years; or

Choice 4 – abstain from voting."

The Board of Directors recommends a vote FOR Choice 3 – the option of every three years – as the frequency with which shareholders are provided an advisory vote on executive compensation, as such compensation is described under the "Compensation Narrative" and "Executive Compensation" sections of this Proxy Statement.

The choice of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders.

The Board of Directors will take into account the outcome of the vote when considering how frequently to conduct an advisory vote on the compensation of our Named Executive Officers as appropriate.  However, because this vote is advisory and non-binding, the Board of Directors may decide that it is in the best interests of the Company and the Company's stockholders to conduct an advisory vote on executive compensation on a basis other than the choice approved by the Company's stockholders, and may vary its practice based on various internal and external factors.

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DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Only one copy of the Company's 2016Company’s 2023 Annual Report and Proxy Statement for the 20172024 Annual Meeting of Stockholders will be delivered to an address where two or more stockholders reside unless we have received contrary instructions from a stockholder at the address. A separate Proxy Card will be delivered to each stockholder at the shared address.

If you are a stockholder who lives at a shared address and you would like additional copies of the 20172023 Annual Report, this Proxy Statement or any future annual reports or proxy statements, please contact American Stock Transfer & Trust Company, LLC 6201 15^th Ave, New York NY 11219, Attention: Shareholder Services, (800) 937-5449 or (718) 921-8200, extension 6820, and a copy will be promptly mailed to you.

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 20174, 2024. This Proxy Statement, the Notice of Annual Meeting of Stockholders and our Annual Report to Stockholders are available at http://www.proxyvote.com.

ADDITIONAL INFORMATION

The Annual Report of the Company on Form 10-K for the year ended December 31, 2016,2023, is being mailed with this Proxy Statement to each stockholder entitled to vote at the Annual Meeting. Any stockholder who wishes to submit a nominee for election to the Board of Directors or a proposal for action to be included in the Proxy Statement for the Company's 2018Company’s 2025 Annual Meeting of Stockholders in accordance with Rule 14a-8 of the Securities Exchange Act and the Company’s by-laws must submit such proposal so that it is received by the Secretary of the Company by December 12, 2017.

16, 2024.

The accompanying proxy is solicited by and on behalf of the Company'sCompany’s Board of Directors. The cost of such solicitation will be borne by the Company. In addition to solicitation by mail, regular employees of the Company may, if necessary to assure the presence of a quorum, solicit proxies in person, or by telephone, facsimile or other electronic means. Arrangements have been made with brokerage houses and other custodians, nominees and fiduciaries, for the forwarding of solicitation material to the beneficial owners of Common Stock held of record by such persons, and the Company will reimburse such entities for reasonable out-of-pocket expenses incurred in connection therewith. The Company has engaged American Stock Transfer & Trust Company to assist in the tabulation of proxies.

If any matter not described in this Proxy Statement should properly come before the Annual Meeting, the persons named in the accompanying proxy will vote the shares represented by that proxy in accordance with their best judgment unless a stockholder, by striking out the appropriate provision of the proxy, chooses to withhold authority to vote on such matters. As of the date this Proxy Statement was printed, the directors knew of no other matters to be brought before the Annual Meeting.

Stockholder inquiries, including requests for the following: (i) change of address; (ii) replacement of lost stock certificates; (iii) Common Stock name registration changes; (iv) Quarterly Reports on Form 10-Q; (v) Annual Reports on Form 10-K; (vi) proxy material; and (vii) information regarding stockholdings, should be directed to:

	American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219 Attention: Stockholder Services (800) 937-5449 or (718) 921-8200 Ext. 6820

Copies of Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Proxy Statements can also be obtained directly from the Company free of charge by sending a request to the Company by mail as follows:

	AmBase Corporation 100 Putnam Green 3rd Floor Greenwich, CT 06830 12 Lincoln Boulevard, Suite 202  Emerson, NJ 07630  Attn: Shareholder Services

In addition, the Company'sCompany’s public reports, including Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Proxy Statements, can be obtained through the SEC'sSEC’s EDGAR Database over the internet at www.sec.gov. Materials filed

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EXHIBIT A

PROPOSED AMENDMENT OF THE

RESTATED CERTIFICATE OF INCORPORATION

OF AMBASE CORPORATION

The undersigned, being the duly elected Vice President and Chief Financial Officer of AmBase Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the first paragraph of Article Fourth, of the Restated Certificate of Incorporation be, and it hereby is, amended to read as follows:

"FOURTH: The total number of shares of all classes of stock which the Company is authorized to issue is 220,000,000. All such shares are to have a par value and are classified as 20,000,000 shares of Cumulative Preferred Stock, each share of such class having a par value of $0.01, and 200,000,000 shares of CommonStock, each share of such class having a par value of $0.01.

SECOND: That the amendment was duly adopted in accordance with the SEC may alsoprovisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.

THIRD: That this Certificate of Amendment shall be read or copied by visitingeffective on June [ ], 2024.

[signature page to follow]

IN WITNESS WHEREOF, the SEC's Public Reference Room, 100 F Street, NE, Washington, DC 20549. Information regarding the Public Reference Room may be obtained by calling 1-800-SEC-0330.undersigned has signed this Certificate of Amendment as of this [    ] day of June 2024.

AMBASE CORPORATION

By:	/s/ John Ferrara
	Name: John Ferrara
	Title: Vice President & Chief Financial Officer

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