UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuantpursuant to Section 14(a) of the
Securities Exchange Act of 1934

 

Check the appropriate box:

SYMS CORPTrinity Place Holdings Inc.

(Name of Registrant as Specified in Itsits Charter)

(Name of Person(s) Filing Proxy Statement, if otherOther than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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TRINITY PLACE HOLDINGS INC.
717 Fifth Avenue, Suite 1303
New York, New York 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2017 Annual Meeting of Stockholders of Trinity Place Holdings Inc., a Delaware corporation (the “Company”), will be held at the offices of Kramer Levin Naftalis & Frankel LLP at 1177 Avenue of the Americas, New York, New York on June 15, 2017 beginning at 10:00 am (local time) for the following purposes:

Stockholders of record at the close of business on April 21, 2017 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement of the meeting. A complete list of those stockholders entitled to vote at the Annual Meeting will be made available for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of at least ten days prior to the Annual Meeting at our principal executive offices and at the Annual Meeting.

A proxy for use at the Annual Meeting in the form attached to this notice is being solicited by and on behalf of our Board of Directors from the holders of our Common Stock. Stockholders with shares registered in their name or with appropriate documents may withdraw their proxies at the meeting in the event they attend the meeting and desire to vote in person, and they may revoke their proxies for any reason at any time prior to the voting thereof.

To obtain directions to attend the meeting and vote in person, please telephone the Company at (212) 235-2190.

By order of the Board of Directors,

/s/ Richard G. Pyontek

Richard G. Pyontek
Corporate Secretary

New York, New York
April 28, 2017

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be Held on June 15, 2017:

Our Proxy Statement and Annual Report to Stockholders
will be available on or about April 28, 2017 on our website atwww.trinityplaceholdings.com
under the Financials tab or throughwww.proxyvote.com.

YOUR VOTE IS IMPORTANT

Please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning the proxy card mailed to those who receive paper copies of this proxy statement.

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SYMS CORP717 Fifth Avenue, Suite 1303
New York, New York 10022

PROXY STATEMENT

One Syms Way
Secaucus, New Jersey 07094

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 5, 2011

NoticeThis proxy statement is hereby given thatfurnished to stockholders of Trinity Place Holdings Inc. (the “Company”, “we” or “us”) in connection with the 2011solicitation of proxies, in the accompanying form, by our Board of Directors (the “Board of Directors” or “Board”) for use in voting at the 2017 Annual Meeting of the Shareholders of Syms Corp, a New Jersey corporationStockholders (the “Company”“Annual Meeting”), will to be held at 11:the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, 29^th Floor, New York, New York 10036, on Thursday, June 15, 2017, at 10:00 a.m. (local time), Eastern daylight time,and at any adjournment or postponement thereof.

We expect our proxy materials, including this proxy statement and our Annual Report on Friday, August 5, 2011, at the Company’s executive offices, One Syms Way, Secaucus, New Jersey 07094,Form 10-K for the following purposes:year ended December 31, 2016 (the “Annual Report”), to be made available to stockholders on or about April 28, 2017 on our website atwww.trinityplaceholdings.com under the Financials tab or throughwww.proxyvote.com.

(1) To elect five directors

FREQUENTLY ASKED QUESTIONS ABOUT
OUR PROXY MATERIALS AND THE ANNUAL MEETING

As of the date of this proxy statement, and the accompanying proxy card; “FOR” approvalBoard knows of the executive compensation of the Company’s named executives; “FOR” the Company to have say-on-pay votes annually; and “FOR” the proposal to ratify the appointment of the firm of BDO USA, LLP as the independent registered public accounting firm for the Company for fiscal 2011, and in the discretion of the proxies named on the proxy card with respect to anyno other matters properlythat will be brought before the meeting and any adjournment(s) or postponement(s) thereof. The holders of record of the Company’s common stock, $.05 par value, at the close of business on June 15, 2011, will be entitled to vote at the meeting and any adjournment(s) thereof.

You are cordially invited to attend the meeting in person. Even if you plan to be present, you are urged to sign, date and mail the enclosed proxy promptly. If you attend the meeting you can vote either in person or by your proxy. If you wish to attend the meeting in person and you are a registered owner of shares of stock on the record date, you must show a government issued form of identification which includes your picture. If you are a beneficial owner of shares as of the record date that are held for your benefit by a bank, broker or other nominee, in addition to the picture identification, you will need proof of ownership of our common stock on the record date to be admitted to the meeting. A recent brokerage statement or a letter from your bank, broker or other nominee holder that shows you were an owner on the record date are examples of proof of ownership.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON August 5, 2011:

This proxy statement and our fiscal 2010 Annual Report on Form 10-K are available at:www.syms.com.

By Order of the Board of Directors
/s/ Laura McCabe Brandt
Laura McCabe Brandt
Corporate Secretary
June 24, 2011Meeting.

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SYMS CORP
One Syms Way
Secaucus, New Jersey 07094

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held On August 5, 2011

INTRODUCTION

This Proxy StatementElection of three directors by the holders of our Common Stock.  The first proposal to be considered at the meeting is the election of Alan Cohen, Matthew Messinger and enclosed proxy card are being furnished in connection with the solicitation byKeith Pattiz as Class I members of the Board of Directors by the holders of Syms Corp, a New Jersey corporation (the “Company”),our Common Stock. All persons that own shares of proxiesour Common Stock directly in their name as the stockholder of record are entitled to cast one vote for useeach share owned. As of April 21, 2017, there were 31,228,005 shares of Common Stock outstanding and entitled to vote.

Ratification of the appointment of BDO USA, LLP.  The second proposal to be considered at the 2011 Annual Meeting of the Shareholders (the “2011 Annual Meeting”), to be held on Friday, August 5, 2011, at 11:00 a.m. at the Company’s executive offices located at One Syms Way, Secaucus, New Jersey 07094 or at any adjournment(s) or postponement(s) for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

The cost of preparing and mailing the proxy and this Proxy Statement and all other costs in connection with this solicitation of proxies will be borne by the Company. The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, Internet and personal solicitation by our directors, officers or other regular employees. In addition, the Company has retained American Stock Transfer & Trust Company to assist in soliciting proxies at a cost of approximately $2,000. Itmeeting is anticipated that the accompanying proxy and this Proxy Statement will be sent to shareholders of the Company on or about June 27, 2011.

Proxies in the accompanying form which are properly executed and duly returned to the Company and not revoked will be voted as specified. Any such proxy which is properly executed but in which no direction is specified will be voted “FOR” the election of the Board of Directors’ nominees for director; “FOR” approval of the executive compensation of the Company’s named executives; “FOR” the Company to have say-on-pay votes annually; and “FOR” the ratification of the appointment of BDO USA, LLP as theour independent registered public accounting firm for the fiscalcalendar year ending February 25, 2012, andDecember 31, 2017. All persons that own shares of our Common Stock directly in their name as the discretionstockholder of record are entitled to cast one vote for each share owned.

Other matters.  The holders of Common Stock will have the proxies namedright to vote on the proxy card with respect to any other matters properly brought before the meeting and any adjournment(s) or postponement(s) thereof. Each proxy granted is revocable and may be revoked at any time priormeeting. With respect to its exercise, by notifying the Corporate Secretary of the Company prior to the commencement of the meeting, by executing and submitting, prior to the completion of balloting, a subsequent proxy or by electing to vote in person at the 2011 Annual Meeting. Mere attendance at the 2011 Annual Meeting will not serve to revoke a proxy. The Company intends to reimburse brokerage companies and others for forwarding proxy materials to beneficial owners of shares.

Only shareholdersthese matters, each holder of record of the Company’s voting securitiesCommon Stock as of the close of business on June 15, 2011 are entitled to notice of and to vote at the 2011 Annual Meeting. As of the record date 14,448,188 shares of common stock, par value $0.05 per share (“Common Stock”), were outstanding. Each share of Common Stock entitles the record holder thereofwill be entitled to one vote onfor each share held.

If you are a beneficial owner of stock who holds shares indirectly, such as through a broker, bank or other nominee, you should follow instructions from the Proposalsrecord owner of your shares in order to vote your shares.

The Notice of Internet Availability of Proxy Materials contains instructions regarding access to your proxy card, which contains Internet and telephone voting instructions. If you requested to receive printed copies of our proxy materials, instructions for voting over the Internet, by casting ballots (in persontelephone and by mail are set forth on the proxy card. Please follow the applicable instructions carefully.

If you hold your shares in street name with a broker, bank or by proxy) which are tabulated by a representative ofother nominee and do not provide specific voting instructions, the Company’s independent transfer agent appointed to serve as Inspector of Election at the meeting and who has executed and verified an oath of office. The holders of a majority ofbroker, bank or other nominee holding your shares can generally vote the shares of Common Stock issued and outstanding represented in person or by proxy shall constitute a quorum. The affirmativeon routine matters, but cannot vote of a plurality of the votes cast atshares on non-routine matters. At the 2011 Annual Meeting, is sufficient to elect a director. The affirmative votethe ratification of a majority of the votes cast at the 2011 Annual Meeting is required to approve the executive compensation of the Company’s named executives and the Company having say-on-pay votes annually and to ratify the appointment of BDO USA, LLP as the Company’sour independent registered public accounting firm.firm is considered a routine matter, and the other proposals which are scheduled to be voted on, or which may be properly presented at the meeting for a vote, are considered non-routine matters. If the broker, bank or

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Abstentions and broker non-votes are included in the determination of the number of shares present at the 2011 Annual Meeting for quorum purposes. A “broker non-vote” occurs when aother nominee holding your shares for a beneficial owner does not receive instructions from you on how to vote your shares on a particular proposal becausenon-routine matter, the broker, bank or other nominee holding your shares will inform the inspector of elections that it does not have discretionary voting powerauthority to vote on thatthe matter and has not received instructions from the beneficial owner. Withwith respect to Proposals 1, 2, 3 and 4, abstentions andyour shares. This is generally referred to as a “broker non-votes”non-vote.” Shares represented by broker non-votes will not be counted as votes castin determining the existence of a quorum, but are not deemed entitled to vote and, accordingly,therefore, will have no effect on the outcomesoutcome of thesethe voting and such broker non-votes will not be included in the number of shares present in person or by proxy and entitled to vote on the matter from which the number of votes required for approval is calculated.

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MATTERS SUBMITTED TO STOCKHOLDERS

PROPOSAL 1 — ELECTION OF DIRECTORS

Proposal 1

AtWe currently have six members on our Board of Directors. Under our Certificate of Incorporation, the 2011Board is divided into two classes, as nearly equal in number as possible, designated Class I and Class II. Each director serves for a term ending on the date of the second annual meeting following the annual meeting at which such director was elected and until the election and qualification of his or her respective successor in office. There are no familial relationships among our directors or executive officers.

Three Class I director nominees, Alan Cohen, Matthew Messinger and Keith Pattiz, are proposed for election by the holders of Common Stock at the Annual Meeting all fiveto hold office until the annual meeting of stockholders in 2019 and until their respective successors are duly elected and qualified or their earlier resignation or removal.

Each nominee has indicated to us that he will serve if elected. We do not anticipate that any nominee will be unable to stand for election, but, if that happens, your proxy will, if applicable, be voted in favor of another person nominated by the Board of Directors.

Director Biographies

Biographical information regarding each Class I director nominee proposed for election by the holders of Common Stock at the Annual Meeting follows. The age of each nominee is as of the date of the Annual Meeting.

Class I Directors Elected by Holders of Common Stock (term expiring in 2019)

Name of Director		Age		Business Experience and Other Information
Alan Cohen		80		Mr. Cohen has served as a director of the Company since September 14, 2012. Mr. Cohen was initially elected to the Board of Directors by the Official Committee of Unsecured Creditors of Syms Corp. Mr. Cohen is the Chairman of Abacus Advisors LLC, a business advisory firm.
				Qualifications and Skills:  Mr. Cohen has more than 30 years’ experience working with distressed businesses in all aspects of their management and operations, serving as a consultant and advisor to numerous Fortune 500 companies and many leading banks and financial institutions. Mr. Cohen is an expert in retail investments and intellectual property and has many years of experience in restructuring businesses. He has been an active participant in seminars on turnaround management and has lectured extensively on restructuring and asset-based lending. Mr. Cohen has served as a trustee, chief restructuring officer, and consultant in various Chapter 11 cases, state court proceedings, and out-of-court restructurings for companies including The Towers Financial Corporation, County Seat Stores, 47th Street Photo, Russ Togs and Aileen, Inc.

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Name of Director		Age		Business Experience and Other Information
Matthew Messinger		45		Mr. Messinger has been our President and CEO since October 2013 and has served as a director of the Company since March 9, 2016.
				Qualifications and Skills:  Prior to joining the Company, Mr. Messinger served as the Executive Vice President and Director of Investment Management at Forest City Ratner Companies (“FCRC”), a wholly owned subsidiary of Forest City Enterprises (“FCE”), where he served for more than 18 years. In this role, Mr. Messinger led the New York Investment Committee of FCRC and served on the Investment Committee and Executive Management Committee of FCE. Mr. Messinger brings extensive development, asset management, finance, strategic planning and tax credit structuring experience across a wide range of asset classes including retail, hotel, residential, office, arena and professional sports teams. Mr. Messinger is a graduate of Wesleyan University in Connecticut. He currently serves on the board and real estate committee of the Children’s Museum of Manhattan, and he is a member of the International Council of Shopping Centers (ICSC), Urban Land Institute (ULI), the Real Estate Board of New York (REBNY), the Low Income Housing Tax Credit Coalition, the New Markets Tax Credit Coalition, and the New York Hospitality Council.
Keith Pattiz		64		Mr. Pattiz has served as a director of the Company since November 5, 2013. Mr. Pattiz is a partner in the law firm of McDermott Will & Emery LLP, where he serves as head of the real estate group.
				Qualifications and Skills:  Mr. Pattiz has extensive experience in a wide range of real estate matters, including commercial leasing, financing, sales and acquisitions, hotel transactions and real estate workout matters.

Biographical information regarding each other director follows. The age of each director is as of the date of the Annual Meeting.

Class II Director Elected by Holders of Common Stock (term expiring in 2018)

Name of Director		Age		Business Experience and Other Information
Alexander C. Matina		40		Mr. Matina has served as a director of the Company since April 11, 2013 and is the Chairman of the Board. He was initially elected by the two directors of the Company then serving as the directors elected by the holders of Common Stock pursuant to our by-laws. He is the Vice President of Investments for MFP Investors, LLC, the family office of Michael F. Price, which has a value-investing focus across public and private markets. Mr. Matina also serves as a director of S&W Seed Company, a publicly traded agricultural company.
				Qualifications and Skills:  Mr. Matina brings a strong finance background to the Company, including experience with private equity. Mr. Matina serves as an adjunct professor of financial modeling at Fordham University. Prior to joining MFP Investors, LLC in 2007, Mr. Matina served in various roles at Balance Asset Management, a multi-strategy hedge fund, and as a senior associate at Altus Capital Partners, a middle market private equity fund. He was previously a principal at 747 Capital, a private equity fund-of-funds, and a financial analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division.

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Name of Director		Age		Business Experience and Other Information
Joanne M. Minieri		57		Ms. Minieri has served as a director of the Company since November 8, 2013 and serves as the Chair of the Board’s Audit Committee. She was appointed by Third Avenue, a major investor in the Company. Ms. Minieri serves as the “Special Stock Director”, who is elected by the holder of the Special Stock pursuant to our Certificate of Incorporation. She is an Executive Vice President of RXR Realty and the Chief Operating Officer of RXR Development Services and RXR Construction and Development.
				Qualifications and Skills:  Previously, Ms. Minieri served as President and Chief Operating Officer of FCRC, a wholly owned subsidiary of FCE. She originally joined FCRC as its Chief Financial Officer in 1995, and was promoted to Executive Vice President and Chief Operating Officer in 1998 and to President and Chief Operating Officer in 2007. Ms. Minieri served as the Deputy County Executive and Commissioner of Economic Development and Planning for Suffolk County from April 2012 until July 2016. Ms. Minieri is a certified public accountant.
Marina Shevyrtalova		40		Ms. Shevyrtalova has served as a director of the Company since September 14, 2012. Ms. Shevyrtalova was initially elected to our Board of Directors by the parties that backstopped the rights offering conducted by Syms Corp. in connection with its emergence from bankruptcy. She is currently the Portfolio Manager and a member of the Investment Committee at DS Advisors, LLC.
				Qualifications and Skills:  Prior to joining DS Advisors, Ms. Shevyrtalova was part of the investment team at Barington Capital Group, an investment firm experienced in taking active roles in assisting companies in creating and improving stockholder value. From 2003 to 2007, Ms. Shevyrtalova was a Vice President at Lehman Brothers in its Equity Capital Management Group, where she focused on investing in undervalued equities, special situations and turnarounds. Ms. Shevyrtalova is a graduate of the Harvard Business School.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS

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CORPORATE GOVERNANCE

Governance Role of the Board of Directors

Our business and affairs are managed under the direction of the Board of Directors, which is our ultimate decision-making body, except with respect to those matters reserved for our stockholders. The Board establishes overall corporate policies, evaluates our chief executive officer and senior leadership team, and acts as an advisor and counselor to management. The Board also oversees our business strategy and planning, as well as the performance of management in executing our comprehensive business plan and managing our day-to-day operations.

Board Leadership Structure

The offices of Chairman of the Board of Directors of the Company and Chief Executive Officer of the Company are to be elected for the termseparated. Mr. Matina has been appointed as our Chairman of one year or until their respective successors have been elected and qualified. It is intended that votes will be cast pursuant to proxies received from holders of Common Stock of the Company for the nominees listed below, unless the proxy contains contrary instructions. The affirmative vote of a plurality of the votes cast at the meeting is necessary for the election of directors. Thus, provided a quorum is present and voting, the five directors receiving the most votes will be elected as directors.

If any of the nominees listed below is unavailable for election at the date of the 2011 Annual Meeting, the shares represented by the proxy will be voted for the remaining nominees and for such substitute nominee or nominees as the Board of Directors in their judgment, designate. The Company at this time has no reason to believe that any of these directors and nominees will decline or be unable to serve if elected.

Background informationMr. Messinger is our Chief Executive Officer. We do not have a fixed policy with respect to the Board of Directors’ nominees for election as directors, appears below. Fourseparation of the five nominees for directors are incumbent directors, who were elected by shareholders at a meeting for which proxies were solicited. The fifth director was appointed by the Board of Directors in October 2010. There is no family relationship between any nominee and any other nominee or executive officeroffices of the Company. See “Security Ownership of Certain Beneficial OwnersChairman and Management” for information regarding the equity securities of the Company owned by each nominee for director.

Name of Director or Nominee for Election		Age		Director Since		Position
Marcy Syms(1)(4)(5)		60		1983		Chief Executive Officer and Chairman of the Board
Beth L. Bronner		60		2010		Director of the Company
Henry M. Chidgey(2)(3)		61		2006		Director of the Company
Bernard H. Tenenbaum(1)(2)(3)(4)(5)		56		2006		Director of the Company
Thomas E. Zanecchia(2)(3)		56		2007		Director of the Company

Nominees for Election as Director

Set forth below is information concerning the Board of Directors’ nominees for director:

MARCY SYMS has been a Director of the Company since 1983, served as President from 1983 until 2010 and was Chief Operating Officer of the Company from 1984 until January 1998. From January 1998 until the present, Marcy Syms has served as Chief Executive Officer of the Company. Marcy SymsWe believe that the separation of these offices is currently appropriate and that it is in our best interests to make these determinations from time to time.

Board Role in Oversight of Risk

The Board of Directors is responsible for overseeing our executive management team in the execution of its responsibilities and for assessing our approach to risk management. The Board exercises these responsibilities on an ongoing basis as part of its meetings and through the Audit Committee. Each member of the management team has direct access to the Board and the Audit Committee to ensure that all risk issues are frequently and openly communicated. The Board of Directors closely monitors the information it receives from management and provides oversight and guidance to our executive management team regarding the assessment and management of risk. For example, the Board regularly reviews our critical strategic, operational, legal and financial risks with management to set the tone and direction for ensuring appropriate risk taking within the business.

In addition, financial risks are overseen by our Audit Committee, which meets separately with representatives of our independent auditors to determine whether any material financial risks or any deficiencies in our internal controls over financial reporting have been identified and, if so, the executive management team’s plans to rectify or mitigate these risks. The Audit Committee also oversees risks related to our financial statements, the financial reporting process and accounting matters.

Our Board and Audit Committee have access at all times to our management to discuss any matters of interest, including those related to risk. Those members of our executive management team who are most knowledgeable of the issues facing us also regularly attend Board and Audit Committee meetings to provide additional insight into items being discussed, including risk exposures. We believe that our Board leadership structure enables senior management to communicate identified risks to our Board and Audit Committee and affords a directorfree flow of Rite-Aid Corp. Marcy Syms was elected Chairmancommunication regarding risk identification and mitigation.

Director Independence

The Board of Directors has determined that each member of the Board, other than Mr. Messinger, is “independent” in 2010.accordance with Section 803A of the NYSE MKT Company Guide.

Board of Directors Meetings and Attendance

The Board of Directors held six meetings during 2016. All of the directors attended at least 75% of the total of all meetings of the Board and Board committees on which they served during 2016. Each director is expected to attend annual meetings of stockholders.

Board Committees

The Board has four committees: the Audit Committee; the Compensation Committee; the Nominating and Corporate Governance Committee and the Transaction Committee. Each of the committees operates under a written charter. A copy of the committee charters is available on our website atwww.trinityplaceholdings.com under the Financials tab and may also be obtained without charge by written request to Investor Relations, Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022.

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BETH L. BRONNERThe current membership of each committee is currentlyas follows:

		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Transaction Committee
Alan Cohen		X		X		Chairman
Alexander C. Matina				Chairman		X		X
Matthew Messinger								X
Joanne M. Minieri		Chairman		X				X
Keith Pattiz								Chairman
Marina Shevrytalova		X				X

Audit Committee

The Audit Committee is responsible for fulfilling the Board’s responsibilities as they relate to our financial oversight functions such as accounting policies, internal controls and financial reporting practices. The Board of Directors has determined that Ms. Minieri is an “audit committee financial expert,” as that term is used in Item 407 of Regulation S-K promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). The Board of Directors has determined that each of the current members of the Audit Committee meets the criteria for independence set forth in Rule 10A-3 under the Exchange Act and satisfies the other Audit Committee membership requirements specified in Section 803B of the NYSE MKT Company Guide. The Audit Committee held six meetings during 2016.

Compensation Committee

The Compensation Committee is responsible for the review and approval of executive officer compensation. The Compensation Committee has authority to review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those goals and objectives, and determines and approves the compensation level of the Chief Executive Officer based on this evaluation. The Compensation Committee also reviews director compensation and benefits for service on the Board and Board committees and recommends any changes to the Board as necessary.

The Compensation Committee also reviews, approves and, when appropriate, recommends to the Board for approval, incentive compensation plans and equity-based plans as well as all employee benefit plans, and also administers our incentive compensation plans and equity-based plans, including the designation of the employees to whom awards are to be granted and the terms of the delegation of authority to the Chief Executive Officer to make grants, subject to the provisions of each plan.

Under the Compensation Committee charter, the Compensation Committee may delegate its responsibilities to subcommittees of the Compensation Committee as necessary or appropriate.

The Compensation Committee has the authority under its charter to retain or obtain the advice of a managing director at Mistral Equitycompensation consultant, independent legal counsel or other adviser as necessary to assist with the execution of its duties and responsibilities and is directly responsible for the appointment, compensation and oversight of the work of such consultants, independent legal counsel and other advisers.

During 2016, prior to the formation of the Compensation Committee on November 17, 2016, Steven Hall & Partners, a privatean executive compensation consulting firm, was engaged by our President and Chief Executive Officer on behalf of the Board to review and benchmark compensation levels for the various board committees (Compensation Committee, Nominating and Corporate Governance Committee, Transaction Committee and Audit Committee), as well as overall board compensation.

The Compensation Committee held one meeting during 2016.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and committee composition. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance practices and

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procedures, including our Code of Business Conduct and Ethics, and reporting and making recommendations to our Board concerning governance matters. The Nominating and Corporate Governance Committee was formed on November 17, 2016 and did not hold any meetings during 2016. Prior to the formation of the Nominating and Corporate Governance Committee, Board of Director nominations were recommended for the Board’s selection, by the independent directors of the Board.

Transaction Committee

The Transaction Committee is responsible for reviewing and evaluating our strategic plans; making recommendations to the Board regarding our strategic plans, reviewing, evaluating and approving property acquisition and dispositions, debt and equity firm specializinginvestments and other potential transactions which may come to our attention from internal planning activities or external approaches to us; approving certain transactions with dollar values below specified thresholds; and serving as the pricing committee on corporate securities issuances and repurchases, in each case, in accordance with the parameters set forth in the consumerTransaction Committee charter. The Transaction Committee was formed in November 2016 and media sectors. Prior to joining Mistral, Ms. Bronner was Global Chief Marketing Officer of Jim Beam Brands Worldwide where she was a vital partdid not hold any meetings during 2016.

Compensation Committee Interlocks and Insider Participation

None of the integrationdirectors who serve on our Compensation Committee has ever been employed by us. None of the Fortune Brands’ acquisition of Allied Domecq. She alsoour executive officers serves or has served as Presidenta member of consumer businesses for Revlon, Häagen-Dazs, and Sunbeam. Ms. Bronner currently serves on the board of directors, compensation committee or other board committee performing equivalent functions of Jamba Juice.any entity that has one or more executive officers serving on our Board of Directors or on our Compensation Committee.

Director Nomination Process

The Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the Board of Directors that may occur between annual meetings of stockholders. The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the Board of Directors for Board membership. When formulating its Board of Directors membership recommendations, the Nominating and Corporate Governance Committee may also consider advice and recommendations from others, including stockholders, as it deems appropriate.

HENRY M. CHIDGEY has been President of Osage International Consulting Group since 2000. Mr. Chidgey was PresidentUnder the Nominating and Chief Operating Officer of Hearts on Fire, a privately-held branded diamondCorporate Governance Committee charter, the Nominating and diamond jewelry business,Corporate Governance Committee will develop criteria for evaluating prospective candidates to the Board and committees, including any specific minimum qualifications and any specific qualities or skills necessary for one or more directors to possess. Among such other criteria as the Nominating and Corporate Governance Committee may from 2003time to 2004time determine appropriate, when the Nominating and he continues to serve as an advisor toCorporate Governance Committee determine that company. Mr. Chidgey served as Director and Chief Operating Officer of FerroNorte, SA, a Brazilian railroad company, from 1997 to 1999 and prior to that he was President of RailTex from 1995 to 1997.

BERNARD H. TENENBAUM is Managing Partner of China Cat Capital, LLC, a consulting and investment company focused on transactions in Asia, and Presidentexpansion of the Children’s Leisure Products Group,Board or replacement of a holding companydirector, or the establishment or expansion of a committee, or replacement of a committee member, is necessary or appropriate, the Nominating and Corporate Governance Committee will conduct candidate interviews, which may be with investmentsmembers of management, consult with the candidate’s associates and through other means determine a candidate’s honesty, integrity, reputation in children’s leisure product businesses; a position he has held since 1997. He has also served as an advisorand commitment to Bel Air Partners, an investment banking firm from 2000the community, judgment, personality and thinking style, residence, willingness to 2009. Previously, he was Vice Presidentdevote the necessary time, potential conflicts of Corporate Development for Russ Berrie & Co., a NYSE-traded giftsinterest, independence, understanding of financial statements and juvenile products companyissues and wasother matters of relevance to the founding DirectorBoard or applicable committee, and the willingness and ability of the George Rothman Institutecandidate to engage in meaningful and constructive discussion regarding Company issues. While diversity may contribute to this overall evaluation, it is not considered by the Nominating and Corporate Governance Committee as a separate or independent factor in identifying nominees for director.

We may identify candidates through recommendations made by directors, senior management or other third parties. The Nominating and Corporate Governance Committee will consider director candidates recommended to the Board by stockholders during such times as we are actively considering appointing new directors. Candidates recommended by stockholders will be evaluated based on the same criteria described above.

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The Nominating and Corporate Governance Committee will recommend those individuals that they determine should be nominees for election or re-election to the Board at the annual meeting of Entrepreneurial Studiesstockholders or, if applicable, at Fairleigh Dickinson University as well asa special meeting of stockholders, or otherwise appointed to the first George Rothman Clinical ProfessorBoard or any committee thereof. Stockholders desiring to suggest a candidate for consideration by the Nominating and Corporate Governance Committee must do so in accordance with our bylaws and the securities laws, and should send a letter to the attention of Entrepreneurial Studies.

THOMAS E. ZANECCHIAthe Secretary of the Company, at our principal executive offices, 717 Fifth Avenue, Suite 1303, New York, New York 10022, and include: (a) a statement that the writer is the founder and has been the President of Wealth Management Consultants, Inc. since 1993. He is also co-founder of Branzan Investment Advisors, Inc. Prior to founding these companies, Mr. Zanecchia was a stockholder (providing evidence if the person’s shares are held in street name) and Presidentis proposing a candidate for consideration; (b) the name and contact information for the candidate; (c) a statement of Financial Consulting Services for Asset Management Group.

the candidate’s business and educational experience; (d) information regarding the candidate’s qualifications to be a director, including but not limited to an evaluation of the factors discussed above which the Board Qualifications

The Company’s Board does not havewould consider in evaluating a formal policycandidate; (e) information regarding any relationship or understanding between the proposing stockholder and the candidate; (f) information regarding potential conflicts of considering diversity in identifying potential director candidates. The Boardinterest; and (g) a statement that the candidate is willing to be considered the following attributes of its nominees in determining that each is qualifiedand willing to serve as a director if nominated and elected. Because of our small size and the limited need to seek additional directors, there is no assurance that all stockholder proposed candidates will be fully considered, that all candidates will be considered equally, or that the proponent of any candidate or the proposed candidate will be contacted by us or the Nominating and Corporate Governance Committee, and no undertaking to do so is implied by the willingness to consider candidates proposed by stockholders.

Review, Approval or Ratification of Transactions with Related Persons

The Board has adopted a written policy for the review and approval of any “related party transaction,” which is defined under the policy as any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we or any of our subsidiaries are or will be a participant, the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, and one of our executive officers, directors, director nominees (or their respective immediate family members), 5% stockholders or an entity controlled by any of the Company:foregoing or in which any of the foregoing is employed, has or will have a direct or indirect interest, other than the following:

With respect

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Any proposed related party transaction will be reviewed and, if deemed appropriate, approved by the Audit Committee. When practicable, the review and approval will occur prior to entry into the acquiring parent company.

With respecttransaction. If advance review and approval is not practicable, the Audit Committee will review, and, if deemed appropriate, ratify the transaction. In either case, the Audit Committee will take into account, among other factors deemed appropriate, whether the transaction is on terms no less favorable than terms generally available to Mr. Chidgey,an unrelated third party under the Board took into consideration his experience with the jewelry business and consumer preferences, as well as his experience in serving as the chief operating officer of diverse businesses.

With respect to Mr. Tenenbaum, the Board took into consideration his experience with retail businesses, his background in entrepreneurial studies and the role he typically performs as a business counselor.

With respect to Mr. Zanecchia, the Board took into consideration his experience with financesame or similar circumstances and the extent of his consulting capabilities.the related party’s interest in the transaction. The Board has also delegated to the Chairman of the Audit Committee the authority to approve or ratify related party transactions, subject to reporting at the next Audit Committee meeting any such approval or ratification.

Transactions with Related Persons

With respectSince the beginning of our last fiscal year, there has been no transaction (and no transaction is currently proposed), in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

Director Compensation

Prior to November 17, 2016, our director compensation policy provided for a quarterly cash retainer of $15,000 per calendar quarter, plus reimbursement of reasonable out-of-pocket costs and expenses incurred in connection with attending meetings. On November 17, 2016, the Board approved a one-time grant of 10,000 shares of Common Stock to each candidate,non-employee director, which is the Board also considered the contributions that the respective directorsfirst equity grant we have made to the non-employee directors since our formation in 2012 due to constraints associated with the Bankruptcy Plan.

In addition, effective November 17, 2016, the Board adopted the following director compensation policy:

Annual Retainer Fees

Chairman and Committee Membership Fees

		Chairman ($)				Member ($)
Board of Directors		$	15,000				—
Audit Committee		$	15,000			$	7,500
Compensation Committee		$	10,000			$	5,000
Nominating & Corporate Governance Committee		$	8,000			$	4,000
Transaction Committee		$	11,500			$	7,500

Two-thirds of these fees are paid in cash and one-third is paid in shares of Common Stock. The cash portion of the above fees is paid in quarterly installments. The equity portion of the above fees is payable on the date of each annual meeting of the stockholders for the purpose of electing directors, determined by dividing the amount of the fees by the share price of our Common Stock on the grant date.

Matthew Messinger, who is a director, a member of the Transaction Committee, and an employee of the Company, overdoes not receive any of the compensation described above.

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

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Directors may elect to defer all (but not less than all) of the equity portion of their respective periodsannual retainers and fees until such time as the director leaves the Board (for any reason) in accordance with our Non-Employee Directors’ Deferral Program (the “Deferral Plan”). In such case, the director will have a fully vested right to receive the deferred shares at the time that the director ceases to serve as a director. Directors will receive dividend equivalents with respect to the deferred shares, meaning that the directors will receive the right to receive additional shares in lieu of service.any dividend that would have been paid had the shares not been deferred, based on the stock price at the time the dividends are paid to stockholders. The additional deferred shares also will be paid at the same time the director ceases to serve as a director. As of December 31, 2016, the Company has not paid a dividend.

Shares of Common Stock described above, whether or not deferred, are granted to non-employee directors pursuant to and in accordance with the provisions of our 2015 Stock Incentive Plan, and deferrals are made pursuant to the Deferral Plan.

During the fiscal year ended December 31, 2016, our non-employee directors received total compensation as shown in the following table.

		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Total ($)
Alan Cohen		$	60,000			$	98,500			$	158,500
Alexander C. Matina		$	60,000			$	98,500			$	158,500
Joanne M. Minieri		$	60,000			$	98,500			$	158,500
Keith Pattiz		$	60,000			$	98,500			$	158,500
Marina Shevyrtalova		$	60,000			$	98,500			$	158,500

The table below shows the aggregate number of stock awards granted to directors (other than Mr. Messinger) as of December 31, 2016.

		Stock Awards (In Shares)
Alan Cohen			10,000
Alexander C. Matina			10,000
Joanne M. Minieri			10,000
Keith Pattiz			10,000
Marina Shevyrtalova			10,000

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain compensation plan information with respect to both equity compensation plans approved by security holders and equity compensation plans not approved by security holders as of December 31, 2016.

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)				Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders			95,500				—				644,500
Equity compensation plans not approved by security holders			2,046,169	(1)			—				90,000	(2)
Total			2,141,669				—				734,500

Communications with the Board of Directors

Any interested parties desiring to communicate with the Board of Directors regarding the Company may directly contact such directors by delivering such correspondence to such directors (or the entire Board) in care of the Corporate Secretary at Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022.

The Audit Committee of the Board of Directors has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. Persons wishing to communicate with the Audit Committee may do so by writing in care of the Chairman, Audit Committee, Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New York, New York 10022 or to our outside legal counsel at Kramer Levin Naftalis & Frankel LLP, Attn.: Managing Attorney re Trinity Place Holdings Inc., 1177 Avenue of the Americas, New York, New York 10036.

Outside Advisors

Our Board of Directors and Audit Committee may retain outside advisors and consultants of their choosing at our expense. The Board of Directors need not obtain management’s consent to retain outside advisors.

Code of Ethics

We maintain a code of ethics applicable to our principal executive officer and senior financial and professional personnel (including our principal financial officer, principal accounting officer or controller and persons performing similar functions). Our code of ethics is posted on our website atwww.trinityplaceholdings.com under the Financials tab. In the event we have any amendments to or waivers from any provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting such information on our website.

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Role in OversightSection 16(a) Beneficial Ownership Reporting Compliance

In naming Marcy Syms as the ChairmanSection 16(a) of the Board,Exchange Act requires our directors and executive officers and all persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Board consideredSEC. The directors, executive officers and greater than 10% common stockholders are required to furnish the fact that certain commentators have raised concerns regarding havingCompany with copies of all Section 16(a) forms they file. Based solely on a company’s chief executive officer also serve as board chairman. The Board concluded that in lightreview of the sizecopies of the Board, Marcy Syms’ familiarity withsuch forms received by the Company and representations from certain reporting persons, we believe that during the manner in whichyear ended December 31, 2016 all filing requirements were satisfied, except a Form 4 reporting the Board operates, therevesting and settlement of restricted stock units and related tax withholding was no need to separate the offices of the Chairman of the Board and the chief executive officer. Bernard H. Tenenbaum acts as the lead independent director of the Board of Directors. The role of the lead independent director is to call for and preside over executive sessions of the independent directors as appropriate, serve as liaisonfiled late on behalf of the independent directors with the Chairman of the Board and perform such other duties as may be requested from time to time by the Board, the independent directors or theMr. Steven Kahn, our Chief ExecutiveFinancial Officer.

The Board’s role in the risk oversight process includes receiving regular reports from members of management on areas of material risk to the Company, including operational, financial, legal and strategic risks. The full Board or the appropriate committee receives these reports from management to enable it to understand the Company’s risks, to respond to unexpected contingencies and to take proactive steps to mitigate risk. Any such matters considered at the committee level are reported to the full Board. This enables the Board and its committees to coordinate the risk oversight role.

The Board of Directors recommends that the shareholders vote FOR the election of each nominee for director named above. Executed proxies solicited hereby will be voted FOR each nominee named above unless a direction to withhold authority is specifically indicated.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During fiscal 2010 there were eight meetings of the Board of Directors. During fiscal 2010, each director attended at least 75% of the total number of meetings of the Board of Directors and the Board committees of which he or she was a member.

Based on information supplied to it by the Directors, the Board of Directors has determined that four of the current directors, Bernard H. Tenenbaum, Beth L. Bronner, Henry M. Chidgey and Thomas E. Zanecchia, are “independent” under the listing standards of the NASDAQ Stock Market (“NASDAQ”) and the rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). The Board of Directors has made such determinations based on the fact that none of such persons have had, or currently have, any material relationship with the Company or its affiliates or any executive officer of the Company or his or her affiliates, that would impair their independence, including, without limitation, any commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship.

The Board of Directors has determined that the Company is a “controlled company” (as defined in the NASDAQ Marketplace Rules) based on the fact that more than 50% of the voting power of the Company’s voting stock is held by Marcy Syms, individually and as trustee of The Laura Merns Living Trust, dated February 14, 2003, and as Trustee of the Marcy Syms Revocable Living Trust dated January 12, 1990, as amended, which entity holds Syms Corp common shares. As a result, the Company is exempt from the provisions of the NASDAQ governance standards requiring that (i) a majority of the board consist of independent directors, (ii) the nominating committee be composed entirely of independent directors and (iii) the compensation committee be composed entirely of independent directors.

The committees of the Board of Directors include an Audit Committee, an Executive Committee, a Stock Option Committee, a Compensation Committee and a Nominating & Corporate Governance Committee. Each of the aforementioned committees has written charters, copies of which are available on the Company’s website at www.syms.com. The charters will be provided in print to any shareholder who submits a written request for the charters, to the Company’s Corporate Secretary, Syms Corp, One Syms Way, Secaucus, New Jersey 07094.

The Audit Committee has the principal function of reviewing the adequacy of the Company’s internal system of accounting controls, conferring with the independent registered public accountants concerning the scope of their examination of the books and records of the Company and their audit and non-audit fees, recommending to the Board of Directors the appointment of independent registered public accountants, reviewing and approving related party transactions and considering other appropriate matters regarding the

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Corporate GovernanceReport of the Audit Committee

Corporate Governance GuidelinesThe following report of the Audit Committee does not constitute soliciting material and Codeshould not and will not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of Business Conduct1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee is responsible for fulfilling the Board’s responsibilities as they relate to overseeing our accounting and Ethics:  The Board of Directors has adopted Corporate Governance Guidelines. The Board of Directors has also adopted a Code of Business Conduct and Ethics. The Corporate Governance Guidelinesfinancial reporting processes and the Codeaudits of Business Conductour financial statements, monitoring the integrity of our financial statements, monitoring compliance with legal and Ethics are availableregulatory requirements, and monitoring the independence, qualifications and performance of the independent auditors. Management has the primary responsibility for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the audited financial statements with management.

The Audit Committee meets in executive session regularly with BDO USA, LLP, our independent registered public accounting firm. The Audit Committee has discussed with BDO USA, LLP those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, including the matters described in the statement on Auditing Standards No. 16, as amended, as adopted by the PCAOB.

The Audit Committee has received the written disclosures and the letter from BDO USA, LLP, as required by applicable requirements of the PCAOB, regarding BDO USA, LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with BDO USA, LLP its independence.

Based on the Company’s website at www.syms.com. A copyAudit Committee’s review of and discussions regarding our audited consolidated financial statements and our internal control over financial reporting with management, our internal auditors and the Corporate Governance Guidelinesindependent registered public accounting firm and a copy of the Code of Business Conductother reviews and Ethics are availablediscussions with the independent registered public accounting firm referred to in print to any shareholder who submits a written request for such copiesthe preceding paragraph, subject to the Company’s Corporate Secretary at Syms Corp, One Syms Way, Secaucus, New Jersey 07094.

Code of Ethics for Senior Financial Officers:  The Board of Directors has adopted a Code of Ethics applicable to the Company’s Chief Executive Officer, Chief Financial Officer and Controller, which is availablelimitations on the Company’s website at www.syms.com. A copy ofAudit Committee’s roles and responsibilities described above and in the Code of Ethics for Senior Financial Officers is available in printAudit Committee charter, the Audit Committee recommended to any shareholder who submits a written request for such Code of Ethics to the Company’s Corporate Secretary at Syms Corp, One Syms Way, Secaucus, New Jersey 07094.

Non-Management Directors:  Non-management directors meet in executive sessions at least twice a year and, if the group of non-management directors includes any director who is not “independent,” the independent directors meet at least twice a year in an executive session of only independent directors. The independent directors select the presiding director. Bernard H. Tenenbaum acts as the presiding director for all non-management meetings. As appropriate, some of the executive sessions of the non-management directors may be with the Chief Executive Officer and others will be conducted outside the presence of the Chief Executive Officer and any other management officials.

Communications between Shareholders and the Board of Directors:  Shareholders and other interested persons seeking to communicate with the Board of Directors should submit any communicationsthat our audited consolidated financial statements be included in writing toour Annual Report on Form 10-K for the Company’s Corporate Secretary at Syms Corp, One Syms Way, Secaucus, New Jersey 07094. Any such communication must stateyear ended December 31, 2016 for filing with the number of shares beneficially owned by the shareholder making the communication. The Company’s Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed.SEC.

Attendance at Annual Meetings:  All Directors are expected to attend the 2011 Annual Meeting in person and be available to address questions or concerns raised by shareholders. All Directors attended the 2010 annual meeting of shareholders.

Compensation Risk Assessment:  As of the end of fiscal 2010, our management conducted an assessment of our employee compensation policies and practices and concluded that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on our Company.Respectfully submitted,

Joanne M. Minieri, Chairman
Alan Cohen
Marina Shevrytalova

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COMPENSATION OF DIRECTORSEXECUTIVE OFFICERS

Each memberBiographical information regarding each of our executive officers follows. The age of each executive officer is as of the Board of Directors who is not an officer or employeedate of the Company receives a director’s fee, presently established at the rate of $5,000 per meeting, for attending regular or special meetings of the Board of Directors. Additionally, each audit committee member receives $2,000 per meeting and the chair person of the audit committee receives $4,000 per meeting. For other committees, each committee member of the Board of Directors receives $1,000 for any committee meeting attended by such member. Travel expenses of such directors related to attendance at Board and committee meetings are reimbursed. Directors who are officers or employees of the Company do not receive any additional compensation by reason of their service as directors.

The following table sets forth certain information regarding the compensation we paid to each individual who served as a director of the Company during fiscal 2010, other than Marcy Syms. See the “Summary Compensation Table” below for information pertaining to compensation paid to Marcy Syms.Annual Meeting.

Name		Fees Paid
Bernard H. Tenenbaum		$	61,000
Beth L. Bronner			15,000
Henry M. Chidgey			48,000
Thomas E. Zanecchia			48,000

EXECUTIVE OFFICERS

The Company’s executive officers, as well as additional information with respect to such persons, are set forth below:

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides compensation information for our chief executive officer, our chief financial officer and our chief accounting officer, treasurer and secretary for the year ended December 31, 2016. These individuals, to whom we refer collectively as our “named executive officers” or “NEOs” as determined under the SEC disclosure rules, are:

Features of Our Executive Compensation

Key features of our 2016 executive compensation align the interests of our NEOs with the long-term interests of our stockholders and help reduce the possibility of our NEOs making business decisions that promote short-term or individual compensation results over long-term stockholder value. In particular, our program focuses on the following:

Oversight of Executive Compensation

Our executive compensation was administered by the independent directors of the Board of Directors until November 17, 2016, at which point the Compensation Committee was formed and took over the responsibility of determining the compensation of the NEOs of the Company and for overseeing our executive compensation and benefits programs. The Compensation Committee takes into account a variety of factors including recommendations of the chief executive officer on compensation actions for officers (other than the chief executive officer), the ability and appropriate incentives to create long term stockholder value, contractual commitments, market practices and trends and the regulatory environment.

As part of determining an appropriate compensation package, the Compensation Committee reviews and considers the risk profile associated with each such package. The Compensation Committee does not set specific targets for compensation levels but instead reviews each element of compensation independently and determines the appropriate amount for each element for each NEO, as discussed below. Within the framework of the programs approved by the Compensation Committee, management provides input to the Compensation Committee on compensation actions for executive officers and key select employees based on their evaluation of individual and Company performance. In making decisions regarding the compensation for the named executive officers, the Compensation Committee focuses primarily on the executive officer’s individual performance and overall Company performance as well as incentives and retention needs and the overall business environment.

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Stock Incentive Plan

On September 9, 2015, the Board adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “2015 Stock Incentive Plan”). The 2015 Stock Incentive Plan authorizes the grants of stock options, stock appreciation rights, shares of restricted stock, restricted stock units and shares of unrestricted stock (collectively, the “Awards”). The 2015 Stock Incentive Plan and the awards thereunder serve as an important element of the total compensation package of certain employees of the Company, providing Awards that are subject to achievement of specified performance goals, in order to retain persons whose efforts are expected to facilitate our long-term growth and profitability. Prior to the adoption of the 2015 Stock Incentive Plan, we granted equity awards on an individually-negotiated basis. As such, all of Mr. Messinger’s equity awards, which were made pursuant to our 2013 employment agreement with him, as amended in 2015, were granted prior to the adoption of the 2015 Stock Incentive Plan.

Say on Pay

We held our first advisory vote on the compensation of our named executive officers (“say on pay vote”) at our annual meeting of stockholders on August 18, 2015. At that meeting, our stockholders passed a resolution approving the compensation of our named executive officers, with approximately 86.3% of the stockholders entitled to vote and present in person or by proxy at the 2015 annual meeting, voting in favor of the resolution, including the negative effect of abstentions. Overall, the Board of Directors believes that this strong stockholder support is evidence that our executive compensation is appropriately structured and aligned with stockholder interests.

We also held our first advisory vote on the frequency of future say on pay votes at our annual meeting of stockholders on August 18, 2015. In accordance with the recommendation of the holders of our Common Stock, our Board of Directors has decided to include an advisory stockholder vote on the compensation of our named executive officers in its proxy materials every three years until the next required advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, which will occur no later than our annual meeting of stockholders in 2021.

Elements of Executive Compensation for 2016

We believe that the compensation packages of our executive officers, including our named executive officers, provide an appropriate blend of fixed and variable compensation with greater emphasis on long-term incentives.

Compensation of Matthew Messinger, President and Chief Executive Officer

We hired and entered into an employment agreement with Mr. Messinger to serve as our Chief Executive Officer and President on October 1, 2013, in conjunction with the initial investment by Third Avenue in the Company. Mr. Messinger was hired with a view toward stabilizing and enhancing the chief executive officer role following the emergence of our predecessor from bankruptcy proceedings in 2012, and being instrumental in formulating and executing our long-term strategy. Mr. Messinger’s employment agreement was amended on September 11, 2015.

Mr. Messinger’s employment with the Company has been and continues to be critical to our success. Since his hiring, Mr. Messinger led the Company in negotiating favorable resolutions in respect of outstanding claims, culminating in significant savings for the Company and a general unsecured claims satisfaction under the Second Amended Joint Chapter 11 Plan of Reorganization of Syms Corp. and its Subsidiaries (the “Bankruptcy Plan”). In addition, under his leadership the Company sold various assets at prices substantially greater than previously anticipated. Together, these actions resulted in both the successful repayment of our claimholders, as well as increased residual value for our stockholders. In addition, since the general unsecured claims satisfaction under the Bankruptcy Plan, Mr. Messinger has led our development, redevelopment and investment activities.

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Mr. Messinger has been instrumental in the execution of our principal strategic objectives, including the following during 2016:

The following table lists and describes the purpose of the key elements of Mr. Messinger’s compensation, as provided under the terms of his employment agreement, as amended in 2015:

		Senior Vice President, Planning and Allocation
Laura McCabe Brandt		40
Element of Pay		Vice President, General CounselDescription		Purpose
Base Salary		Fixed cash compensation		To compensate for services rendered during the fiscal year
Discretionary Annual Cash Bonus		Discretionary cash payment based on performance and Corporate Secretarycontribution to the Company		To motivate executive officer to achieve the Company’s annual strategic and financial goals
Long-Term Equity Based Compensation		Time-based share awards with multi-year vesting periods		To align long-term interests of executive and stockholders to increase the value of the Company and provide appropriate balance of at-risk compensation

Base Salary

InformationUnder the terms of Mr. Messinger’s employment agreement, his base salary was initially $700,000 per year, which was increased to $750,000 effective January 1, 2016, pursuant to the terms of the amendment to his employment agreement.

Annual Cash Bonus

Mr. Messinger’s employment agreement provides that the Board may, in its sole discretion, award Mr. Messinger an annual cash bonus, taking into account the performance of the Company and Mr. Messinger during such year. The annual cash bonus is designed to reward Mr. Messinger for the achievement of our short-term financial and strategic goals while taking into account the risk profile of the Company. Mr. Messinger was awarded a bonus of $500,000 with respect to Marcy Symsthe year ended December 31, 2016.

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Long-Term Equity-Based Compensation

A key component of Mr. Messinger’s compensation is set forthlong-term equity based compensation in the form of restricted stock units, or RSUs. The long-term equity-based compensation was principally negotiated in 2013 at the time that we hired Mr. Messinger, at which time during the month of September 2013 our Common Stock had a volume weighted average price of $3.85 per share, with a view toward ensuring the alignment of his interests with those of our creditors following our emergence from bankruptcy, by tying the vesting and settlement of his long-term equity-based compensation to payments made to our creditors in accordance with the terms of the Bankruptcy Plan. This structure also ensured the conservation of our cash by providing for most of Mr. Messinger’s compensation in the form of long-term equity, as well as aligning Mr. Messinger’s interests with those of our stockholders by providing him with significant equity ownership in the Company, the value of which is tied to our success following the repayment of our creditors in accordance with the terms of the Bankruptcy Plan.

Under the terms of his employment agreement, as amended in 2015, Mr. Messinger received five RSU Awards in 2016.

The following RSU Awards were made on page twoJanuary 28, 2016. Since Mr. Messinger’s employment agreement provided for these awards to have been granted on December 31, 2015, the vesting for the awards is based on December 31, 2015.

On December 31, 2016, Mr. Messinger was granted an RSU Award covering 30,000 shares of Common Stock, which will vest in three equal tranches on each of December 31, 2017, 2018 and 2019.

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The RSUs are settled for shares of Common Stock, either upon vesting or upon a specified anniversary of the vesting date, depending on the terms of the awards. For additional information regarding certain provisions of Mr. Messinger’s equity awards, see “— Potential Payments Upon Termination or Change in Control.”

Compensation of our other Named Executive Officers

On September 16, 2015, we entered into an employment agreement with Steven Kahn to serve as Chief IntegrationFinancial Officer of the Company, effective as of September 21, 2015. On June 24, 2011, Syms Corp. entered into an offer letter with Richard G. Pyontek, who has served with the Company and our predecessor since the period prior to the bankruptcy proceedings.

The following table lists and describes the purpose of the key elements of the compensation of Messrs. Kahn and Pyontek’s compensation.

Element of Pay		Description		Purpose
Base Salary		Fixed cash compensation		To compensate for services rendered during the fiscal year
Discretionary cash bonus		Discretionary cash payment based on performance and contribution to the Company		To motivate executive officers to achieve individual and corporate goals
Restricted stock awards		Discretionary time-based equity awards with multi-year vesting periods; awards are based on performance and contribution to the Company		To align long-term interests of executives and stockholders to increase the value of the Company and provide appropriate balance of at-risk compensation

For additional information regarding certain provisions of each named executive officer’s employment arrangement, see “— Potential Payments Upon Termination or Change in March 2010. SinceControl.”

Base Salary

Base salaries for Messrs. Kahn and Pyontek are designed to compensate each executive for the experience, education, personal qualities and other qualifications of the executive that time,are essential to the specific role the executive serves within our Company, while remaining competitive in the labor market.

The independent directors, with the assistance of Mr. Feigenbaum was promotedMessinger, generally review salaries in the early part of each year and, if appropriate adjusts them to Chief Operating Officerreflect changes in June 2010considerations and electedto remain competitive in the labor market.

Under the terms of his employment agreement, Mr. Kahn received a base salary of $290,000 during 2016. Mr. Pyontek received an annual base salary of $164,000 during 2016.

Discretionary Cash Bonuses

Discretionary cash bonuses for executive officers are designed to attract and retain officer talent. Our named executive officers other than the CEO are eligible to receive annual discretionary cash bonuses as determined by the BoardCompensation Committee. The determination of Directorsthe amounts of such discretionary bonuses is based on the past, present and expected future contributions of such individual to our overall success. Factors considered in evaluating those contributions include, among other things: overall individual performance, overall organizational performance, individual contribution to organizational performance, successful completion of projects or initiatives and level of individual responsibilities.

Mr. Kahn was awarded a cash bonus of $120,000 for 2016, which was paid in 2017. Mr. Pyontek received a cash bonus for his performance and contributions to the position of PresidentCompany in October 2010. Prior to joining Syms Corp, he served as President of Reader’s Digest’s Books Are Fun, Ltd., the world’s leading display marketer of books and gifts. Prior to Reader’s Digest, he was Chief Operating Officer of babygear.com and President and Chief Operating Officer of Century 21 Stores.

Seth Udasin, Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Mr. Seth Udasin joined Syms Corp in June 2010. He was formerly Vice President and Chief Financial Officer (1996-2005) of The Children’s Place Retail Stores, Inc. Mr. Udasin most recently had been an independent consultant providing retail and financial business advice and consulting services to small and mid-size retail and service companies. He is a Certified Public Accountant2016 in the Stateamount of New York.$55,000, which was paid in 2017.

Restricted Stock Awards

We believe that restricted stock awards reward the achievement of long-term goals, align the interest of executives with those of stockholders, foster employee stock ownership and promote stability among our executives.

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Restricted stock awards granted on or after September 9, 2015 are granted pursuant to the terms of the 2015 Stock Incentive Plan. These awards generally vest in two equal annual installments, starting on the first anniversary of the grant date, subject to the applicable executive’s continued employment through such dates.

On March 20, 2014, we entered into an RSU agreement with Mr. Pyontek, effective as of January 6, 2014, pursuant to which Mr. Pyontek was granted an award of 12,500 RSUs, with one-half of the RSUs vesting on each of January 6, 2015 and January 6, 2016, subject to Mr. Pyontek’s continued employment on the applicable vesting dates.

On January 21, 2016, we entered into an RSU agreement with Mr. Pyontek, effective as of January 6, 2016, pursuant to which Mr. Pyontek was granted an award of 12,500 RSUs, with one-half of the RSUs vesting on each of January 6, 2017 and January 6, 2018, subject to Mr. Pyontek’s continued employment on the applicable vesting dates.

In accordance with his employment agreement, Mr. Kahn was granted an award of 30,000 RSUs, with one-third of the RSUs vesting on each of September 21, 2016, September 21, 2017 and September 21, 2018, subject to Mr. Kahn’s continued employment on the applicable vesting dates. On January 5, 2017, Mr. Kahn was granted an award of 7,000 RSUs, with one-half of the RSUs vesting on each of January 5, 2018 and January 5, 2019, subject to Mr. Kahn’s continued employment on the applicable vesting dates.

For additional information regarding certain provision the named executive officers’ equity awards, see “— Potential Payments Upon Termination or Change in Control.”

Limited Perquisites

We provide limited perquisites. Our named executive officers as well as all of our full-time employees are eligible to participate in our 401(k) retirement plan under which we provide a matching feature.

Ann Keefe, Senior Vice President, Human ResourcesTax Implications

Ms. Ann Keefe joined Filene’s BasementThe independent directors take into consideration the requirements for a public company in 1982order to maintain tax deductibility of certain compensation under Section 162(m) of the Internal Revenue Code. It is possible, however, that awards intended to qualify for such tax deduction may not do so. Moreover, the independent directors may, in certain circumstances, approve compensation arrangements that include compensation which is not tax deductible.

Compensation Committee Report

The following report of the Flagship downtown Boston location. OverCompensation Committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Company filing under the years, Ms. Keefe progressed through a seriesSecurities Act or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Human Resources positionsRegulation S-K with management and, based on such review and discussions, hereby authorize the inclusion of the Compensation Discussion and Analysis in the Boston store, the Distribution Center and the Corporate Office. She became Vice President of Human Resources in 2005 and Senior Vice President of Human Resources in 2008. In 2010, Ms. Keefe was named as Senior Vice President Human Resources of Syms Corp.this Proxy Statement.

Alexander C. Matina, Chairman
Alan Cohen
Joanne Minieri

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Carl Palumbo, Senior Vice President, PlanningSummary Compensation Table

The following table sets forth information concerning all compensation awarded to, earned by or paid to our named executive officers, for all services rendered in all capacities to us and Allocationour subsidiaries for the fiscal year ended December 31, 2016, the ten month transition period from March 1, 2015 to December 31, 2015 (fiscal year 2015), the fiscal year ended February 28, 2015 (fiscal year 2014) and the fiscal year ended March 1, 2014 (fiscal year 2013):

Name and Principal Position		Fiscal Year				Salary				Bonus				Stock Award				All Other Compensation				Total
Matthew Messinger President and Chief Executive Officer			2016			$	750,000			$	500,000			$	7,359,431	(1)		$	12,636	(5)		$	8,622,067
			2015			$	592,308	(18)		$	500,000	(18)		$	2,559,820	(2)		$	10,598	(6)		$	3,662,726
			2014			$	700,000			$	250,000			$	7,787,196	(3)		$	14,067	(7)		$	8,751,263
			2013	(9)		$	296,154			$	—			$	1,250,000	(4)		$	14,500	(8)		$	1,560,654
Steven Kahn Chief Financial Officer			2016			$	290,000			$	120,000			$	—	(1)		$	12,499	(10)		$	422,499
			2015	(12)		$	78,077	(13)		$	25,000	(13)		$	201,000	(2)		$	5,159	(11)		$	309,236
Richard G. Pyontek Chief Accounting Officer, Treasurer and Secretary(14)			2016			$	164,000			$	55,000			$	66,125	(1)		$	9,051	(15)		$	294,176
			2015			$	138,769	(18)		$	53,333	(18)		$	—	(2)		$	7,790	(16)		$	199,892
			2014			$	160,615			$	53,333			$	—	(3)		$	9,808	(17)		$	223,756
			2013			$	160,000			$	53,333			$	84,375	(4)		$	—			$	297,708

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Grants of Plan-Based Awards Table

Mr. Carl Palumbo joined Syms CorpThe following table sets forth information concerning grants of plan-based awards, which includes grants made under our Stock Incentive Plan as well as individually negotiated plans, made to our named executive officers during the year ended December 31, 2016:

Name		Grant Date				All Other Stock Awards: Number of Shares of Stock or Unites (#)				Grant Date Fair Value of Stock Award(1)
Matthew Messinger			1/28/2016				1,184,169			$	7,081,331	(2)
			12/31/2016				30,000			$	278,100	(3)
Steven Kahn			—				—				—
Richard Pyontek			1/21/2016				12,500			$	66,125	(4)

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information relating to outstanding equity awards for each named executive officer outstanding as of December 31, 2016:

Named Executive Officer		Number of Units of Stock that have not Vested				Market Value of Units of Stock that have not Vested ($)(4)
Matthew Messinger			1,404,703	(1)		$	13,021,597
Steven Kahn			20,000	(2)		$	185,400
Richard Pyontek			12,500	(3)		$	115,875

Vesting Date		Number of RSUs		Settlement Date
March 31, 2017		500,335		396,306 RSUs within 30 days of vesting
				104,029 RSUs within two years of vesting
December 31, 2017		322,183		109,077 RSUs within 30 days of vesting
				10,000 RSUs within one year of vesting
				151,091 RSUs within two years of vesting
				52,015 RSUs within four years of vesting
March 31, 2018		151,092		99,077 RSUs within 30 days of vesting
				52,015 RSUs within two years of vesting
December 31, 2018		254,425		103,333 RSUs within 30 days of vesting
				99,077 RSUs within two years of vesting
				52,015 RSUs within four years of vesting
December 31, 2019		93,333		93,333 RSUs within 30 days of vesting
December 31, 2020		83,334		83,334 RSUs within two years of vesting

Stock Vested in October 2010. He has expansive experience including serving as Vice President of Planning for Casual Corner Stores, Mothercare Maternity, Bob’s Stores and 2016

The WIZ. In 2003, Mr. Palumbo becamefollowing table shows information regarding stock awards that vested during the Vice President of Planning, Allocation and Replenishment with Burlington Coat Factory. From there, he served as an independent consultant with Global Technology Group until 2009 when he tookyear ended December 31, 2016. Value realized on vesting is calculated based on the roleclosing price of our Common Stock on the vesting date.

		Stock Awards
Named Executive Officer		Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Matthew Messinger			974,147			$	7,213,891
Steven Kahn			10,000			$	96,300
Richard Pyontek			6,250			$	36,438

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Potential Payments Upon Termination or Change in Control

Matthew Messinger

In the event Mr. Messinger’s employment is terminated by the Company other than for cause, death or disability or if Mr. Messinger terminates his employment for good reason (as such terms are defined in the employment agreement), subject to his execution of a release of claims, he would be entitled to the following: (i) a lump sum payment equal to (1) the number of full twelve month periods Mr. Messinger was employed multiplied by (2) the sum of (x) six months base salary and (y) 50% of the Divisional Merchandise Mgr, Men’s, Shoes & Accessories/Director of Corporate Merchandise Planningaverage bonus paid to Mr. Messinger for Conway Stores.

Laura McCabe Brandt, Vice President, General Counsel & Corporate Secretary

Ms. Laura McCabe Brandt joined Syms Corp in October 2010. In January 2011, the Board of Directors elected Ms. Brandtthree calendar years prior to the positiondate of Corporate Secretary. Priortermination, subject to joininga minimum and a maximum amount of $350,000 and $2,800,000, respectively, (ii) acceleration of vesting of any unvested RSU Award and any other equity awards that have been granted as of the date of termination, (iii) to the extent Mr. Messinger has not been granted all the RSU Awards provided for in the amended employment agreement, the grant and immediate vesting of RSU Awards covering 30,000 shares, and (iv) payment of an amount equal to the monthly premium for COBRA continuation coverage under our health, dental and vision plans for eighteen (18) months. If such termination of employment occurs within 60 days prior to or within 12 months following a change of control (as that term is defined in the employment agreement), Mr. Messinger will also be entitled to the grant and immediate vesting of any RSU Awards that have not been granted as of the date of termination.

In the event that Mr. Messinger’s employment terminates due to his death or disability, the portion of any outstanding RSU Awards that would have vested during the 24-month period immediately following the termination of employment, will become vested as of the date of termination of employment.

The following describes the estimated amounts Mr. Messinger would have received if the termination event specified had occurred at December 31, 2016:

		Voluntary Resignation or Termination for Cause or Without Good Reason				Termination Without Cause or for Good Reason				Termination Without Cause or for Good Reason (w/Change in Control)				Termination Due to Death or Disability
Cash Payments
Severance Bonus Amount		$	—			$	1,687,500			$	1,687,500			$	—
Benefits & Perquisites
Health and Welfare Benefits		$	—			$	56,953			$	56,953			$	56,953
Long-Term Incentive Compensation
Value of Accelerated RSUs(A)		$	—			$	13,021,597			$	13,855,897			$	11,383,888
Total Value of Payments and Benefits		$	—			$	14,766,050			$	15,600,350			$	11,440,841

Steven Kahn

In the event Mr. Kahn’s employment is terminated by the Company Ms. Brandt served as the U.S. General Counsel for H&M Hennes & Mauritz L.P., as Associate General Counsel for Apple Core Hotels, Inc., a New York City hotel and property management company and as Associate General Counsel for Ranieri & Co., Inc., a private investment firm. She is a licensed attorneywithout cause (as defined in the Stateemployment agreement), the portion of New York and was recently admittedthe RSUs that would have vested on the vesting date immediately following such termination shall vest. In the event Mr. Kahn’s employment is terminated by the Company without cause within six months following a change of control of the Company (as defined in the RSU agreement), all of the unvested RSUs will immediately vest. If Mr. Kahn’s employment is terminated by the Company without cause (as reasonably determined by the Company), we will pay Mr. Kahn a minimum severance amount equal to the New Jersey Bar as an in-house limited license bar member.product of his weekly salary multiplied by 12.

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The Company’s officers are electedfollowing describes the estimated amounts Mr. Kahn would have received if the termination event specified had occurred at December 31, 2016:

		Voluntary Resignation or Termination for Cause or Without Good Reason				Termination Without Cause or for Good Reason				Termination Without Cause or for Good Reason (w/Change in Control)				Termination Due to Death or Disability
Cash Payments
Severance Bonus Amount		$	—			$	66,923			$	66,923			$	—
Benefits & Perquisites
Health and Welfare Benefits		$	—			$	—			$	—			$	—
Long-Term Incentive Compensation
Value of Accelerated RSUs(A)		$	—			$	92,700			$	185,400			$	—
Total Value of Payments and Benefits		$	—			$	159,623			$	252,323			$	—

Richard Pyontek

In the event Mr. Pyontek’s employment is terminated by the BoardCompany without cause (as defined in the RSU agreement), all of Directors and hold office athis unvested RSUs will vest immediately. In accordance with his offer letter, Mr. Pyontek is entitled to severance equal to three months base salary should his employment be terminated without cause due to the discretionsale of the Board of Directors.Company.

The following describes the estimated amounts Mr. Pyontek would have received if the termination event specified had occurred at December 31, 2016:

		Voluntary Resignation or Termination for Cause or Without Good Reason				Termination Without Cause or for Good Reason				Termination Without Cause (w/Sale of the Company)				Termination Due to Death or Disability
Cash Payments
Severance Bonus Amount		$	—			$	—			$	41,000			$	—
Benefits & Perquisites
Health and Welfare Benefits		$	—			$	—			$	—			$	—
Long-Term Incentive Compensation
Value of Accelerated RSUs(A)		$	—			$	57,938			$	57,938			$	—
Total Value of Payments and Benefits		$	—			$	57,938			$	98,938			$	—

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table setstables set forth certain information regarding the beneficial ownership of shares of Common Stockour voting securities as of June 15, 2011, except as otherwise set forth in the notes below, for:

Each person named Except as otherwise described in the table hasnotes below, to our knowledge, the beneficial owners have sole voting power and sole investment power with respect to all shares set forth opposite their respective names.

Ownership of Common stock shown as beneficially owned by such person, except as otherwise set forth in the notes to the table.

Stock

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership of Common Stock				Percent of Class
Marcy Syms One Syms Way Secaucus, NJ 07094			7,955,294 (1)				54.7	%
Franklin Resources, Inc.  777 Mariners Island Blvd. San Mateo, CA 94404			1,430,000 (2)				9.9	%
Dimensional Fund Advisors, Inc.  6300 Bee Cave Road Austin, TX 78746			1,216,537 (3)				8.4	%
Bernard H. Tenenbaum			100				*
Beth L. Bronner			—				—
Henry M. Chidgey			—				—
Thomas E. Zanecchia			—				—
All directors and executive officers as a group (10 persons)			7,955,394				54.7	%

Name and Address of Beneficial Owner(1)		Number of Shares of Common Stock Beneficially Owned				Percent of Class(2)
Executive Officers and Directors
Matthew Messinger			719,454	(3)			2.3	%
Steven Kahn			6,403					*
Richard G. Pyontek			12,523					*
Alan Cohen			10,000					*
Alexander C. Matina			10,000					*
Joanne M. Minieri			95,717					*
Keith Pattiz			14,963					*
Marina Shevyrtalova			10,000					*
All Executive Officers and Directors as a Group (8 Persons)			879,060	(3)			2.8	%
Greater than 5% Stockholders
Third Avenue Management LLC			4,456,285	(4)			14.3	%
MFP Partners, L.P.			4,133,410	(5)			13.2	%
Marcato Capital Management LP			4,113,385	(6)			13.2	%
DS Fund I LLC			2,581,504	(7)			8.3	%
Horse Island Partners, LLC			1,689,138	(8)			5.4	%

Of the directors, Messrs. Chidgey and Zanecchia and Ms. Bronner do not beneficially own any shares of Company common stock. Other than Marcy Syms, none of the executive officers named in the summary compensation table, beneficially own any shares of Company common stock.

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Grants

(5)

MFP Investors LLC is an investment adviser and serves as the general partner of MFP Partners, L.P. (“MFP Partners”). Michael F. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors LLC. Alexander C. Matina, a director of the Company, is Vice President of Investments of MFP Investors LLC. The address of MFP Partners, L.P. is 667 Madison Avenue, 25th Floor, New York, New York 10065.

(6)

All information regarding Marcato Capital Management LP (“Marcato”) is based on information disclosed in a Statement of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC on April 10, 2017. The securities are held in the account of Marcato International Master Fund, Ltd. (the “Fund”) and may be deemed to be beneficially owned by (i) Marcato, the investment manager of the Fund, and (ii) Richard McGuire III, the managing member of Marcato. Each of Marcato and Richard McGuire III disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein. The address of Marcato is One Montgomery Street, Suite 3250, San Francisco, CA 94104.

(7)

DS Fund I LLC (“DS Fund”) is an investment entity. DS Fund is ultimately owned by Bharat Desai and Neerja Sethi through an intervening limited liability company, DS Investco LLC. Marina Shevyrtalova, a director of the Company, is the Portfolio Manager and a member of the Investment Committee at DS Advisors, LLC, a related entity. The address of DS Fund is 1001 Brickell Bay Dr., Suite 3102A, Miami, FL 33131.

(8)

Thomas D. O’Malley, Jr. is the managing member of Horse Island Partners, LLC. The address of Horse Island Partners, LLC is 222 Lakeview Ave., Suite 1510, West Palm Beach, FL 33401.

Ownership of Plan-Based Awards
During Fiscal Year Ended February 26, 2011

During the last completed fiscal year, the Company did not grant stock options or other share-based awards.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information for Ms. Syms with respect to stock option awards outstanding at February 26, 2011. At that date, each of the executive officers named in the Summary Compensation Table do not hold any other equity awards.

Name

Number of securities underlying unexercised options at February 26, 2011 (Exercisable)

Number of securities underlying unexercised options at February 26, 2011 (Unexercisable)

Option Exercise Price

Option Expiration Date

Marcy Syms

97,500

—

$

15.01

7/21/2015

Option Exercises During the
Fiscal Year Ended February 26, 2011

There were no options exercised during fiscal 2010 by any of the executive officers named in the Summary Compensation Table. None of those officers own any shares of restricted stock, restricted stock units or similar instruments that vested during fiscal 2010.

Retirement BenefitsSpecial Stock

Each of the Company’s executive officers who were employed prior to December 31, 2006, is entitled to participate in the Syms Corp Defined Benefit Plan on the same basis as all other eligible executives. Effective December 31, 2006, this plan was frozen and no additional benefits have accrued.

Each of the Company’s executive officers is entitled to participate in the Company’s defined contribution 401K Plan on the same basis as all other eligible employees. In addition, the Company also has a Profit Sharing Plan to which the Company makes a discretionary contribution based on its performance. All employees can participate in this plan once they become eligible. Amounts contributed to the accounts of the executive officers named in the Summary Compensation Table are set forth in that Table.

Pension Plan

The Company sponsors a defined benefit pension plan (the “Pension Plan”). A Pension Plan’s participant’s interest vests over a seven year period commencing in the third year at the rate of 20% after completing three years of employment and 20% for each year thereafter, and is 100% vested after the completion of seven years of service. Benefit payments are made in the form of one of five annuity payment options elected by the participant. Amounts in the table are based on a straight life annuity. For the executive officers named in the Summary Compensation Table who participate in the Pension Plan, compensation for purposes of the Pension Plan generally corresponds to the amounts shown in the “Salary” column of the Summary Compensation Table.

Currently no more than $245,000 (as adjusted from time to time by the Internal Revenue Service) of cash compensation may be taken into account in calculating benefits payable under the Pension Plan. Executive officers in the Summary Compensation Table were credited with the following years of service at December 31, 2010: Marcy Syms, 32 or more years and Ray Siconolfi, 9 years. Benefits under the Pension Plan are not subject to any deduction for social security or other offset amount. The annual retirement benefit is reduced pro rata if the employee has completed less than 25 years of service. A participant is entitled to be paid his or her benefits upon retirement at age 65. If a participant has completed at least 15 years of service, he or she may retire upon reaching age 55 but the benefits he or she receives will be actuarially reduced to reflect the longer period during which he or she will receive a benefit. A participant who leaves the Company for any reason other than death, disability or retirement will be entitled to receive the vested portion of the benefit payable over different periods of time depending on the aggregate amount vested and payment option elected.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) enacted to law during July 2010 requires that U.S. public companies provide shareholders a non-binding advisory vote on the compensation of the Company’s named executive officers, otherwise known as a “say-on-pay” vote.

The Board of Directors is asking you to approve our compensation structure for our named executive officers, as described in this proxy statement. Appropriate executive compensation enables the Company to attract, retain and motivate the highest caliber of executives by offering competitive compensation and rewarding superior performance. We believe that the Company’s compensation structure is strongly aligned with the long term interest of our shareholders.

The Board of Directors recommends that the shareholders vote FOR ratification of the following resolution, which will be presented at the 2011 Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation structure for our named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

As an advisory vote, the result is non-binding on the Company and the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our executive officers.

The affirmative vote of a majority of the shares of stock represented at the 2011 Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required for approval of this advisory proposal. Accordingly, broker non-votes will have no effect on this proposal and abstentions will have the same effect as votes against this proposal.

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Pre-Approval Policy

In the course of assisting the audit committee in its review, Company representatives interviewed management of BDO with respectPursuant to certain of the matters listed above. BDO was our independent auditor for the year ended February 26, 2011. The firm is a registered public accounting firm.

Although ratification is not required by our Bylaws or otherwise, the Board considers the selection of the independent registered accounting firm to be an important matter of shareholder concern and is submitting the selection of BDO USA, LLP to our shareholders for ratification as a matter of good corporate practice.

The Board of Directors recommends that the shareholders vote FOR ratification of the appointment of BDO USA, LLP.

OTHER MATTERS

The Board of Directors does not know of any matters to be brought before the 2011 Annual Meeting, except those set forth in the notice thereof. If other business is properly presented for consideration at the 2011 Annual Meeting, the persons named in the accompanying form of proxy intend to vote the proxies therein in accordance with their best judgment on such matters.

SHAREHOLDER NOMINATIONS AND PROPOSALS

Nominations to Board of Directors:  Any shareholder who wants to nominate a candidate for election to the Board of Directors must deliver timely notice to our Corporate Secretary at our principal executive offices, located at One Syms Way, Secaucus, New Jersey 07094. In order to be timely, the notice must be delivered:

Accordingly, any person who desires to nominate a candidate for director at our 2012 annual meeting must provide the information required not later than April 7, 2012. The shareholder’s notice to the Corporate Secretary must set forth:

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE YEAR ENDING DECEMBER 31, 2017

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OTHER MATTERS

The notice deliveredOur Board knows of no other matters that may be properly presented for consideration by the shareholder must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The shareholder must be a shareholder of record on the date on which the shareholder gives the notice described above and on the record date for the determination of shareholders entitled to votestockholders at the meeting.

Other proposals:  In order to bringAnnual Meeting. If any other business before an annual meeting, a shareholder must give timely notice of such proposal in writing to the Corporate Secretary at the Corporation’s principal executive offices located at One Syms Way, Secaucus, New Jersey 07094 and such business must otherwise be a proper matter for shareholder action. To be timely, a shareholder’s notice must be delivered to such address not less than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that an annual meeting was not conducted during the immediately preceding calendar year, or in the event that the Board of Directors sets as a date for the annual meeting a date which is not within 30 days before or after such anniversary date, notice by the shareholder (in order to be timely) must be so delivered within a reasonable time prior to the date on which the Corporation begins to print its proxy solicitation materials. Such shareholder’s notice must set forth a brief description of the business desired to be broughtmatters do properly come before the meeting, however, the reasons for conductingpersons appointed in the accompanying proxy intend to vote the shares represented by such business atproxy in accordance with their best judgment.

ANNUAL REPORT TO STOCKHOLDERS

The Annual Report (which is not a part of our proxy soliciting materials), is being mailed with this proxy statement to those stockholders that received a copy of the meetingproxy materials in the mail. For those stockholders that received the notice of internet availability of proxy materials, this proxy statement and any material interest in such business that such shareholder may have and the beneficial owner, if any, on whose behalf the proposal is made. Accordingly, any person who desires to make any other proposalour Annual Report are available at our 2012 annual meeting must provide the information required not later than April 7, 2012.

Inwebsite atwww.trinityplaceholdings.com. Additionally, and in accordance with SEC rules, you may access our proxy statement atwww.proxyvote.com, a “cookie-free” website that does not identify visitors to the proxy holders named insite. A copy of our Annual Report filed with the form of proxy provided by the Board of DirectorsSEC will be entitledprovided to use their discretionary voting authoritystockholders without charge upon written request directed to our Corporate Secretary at 717 Fifth Avenue, Suite 1303, New York, New York 10022. Upon your request, we will provide you with respect to any shareholder proposal raised ata copy of the 2012 annual meeting which is not presentedexhibits to the Annual Report. You may be responsible for our reasonable expenses in furnishing such exhibits. The Company makes available on or before April 7, 2012, in accordancethrough our website free of charge our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after filing. You can also access our Annual Reports on Form 10-K and other periodic filings we make with the standards set forth above.

If a shareholder intends to present a proposalSEC from the EDGAR database at our 2012 annual meeting of shareholders and desires to have that proposal included in the proxy statement and form of proxy relating to that meeting, the proposal must be received by the Company at our principal executive offices not later than April 7, 2012, and must comply with the requirements of the SEC rules.www.sec.gov.

DELIVERYHOUSEHOLDING OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESSANNUAL MEETING MATERIALS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy proxy material delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,”“householding”, potentially provides extra convenience for stockholders and reduces printing and postage costscost savings for companies.

The Company We and some brokers utilize the householding process forhousehold proxy materials. In accordance with a notice sent to certain stockholders who sharematerials, delivering a single address, only one copy of this proxy statement is being sentor annual report to thatmultiple stockholders sharing an address, unless we received contrary instructions have been received from any stockholder atthe affected stockholders. Once you have received notice from your broker or us that address. Stockholders who participate inthey or we will be householding will continuematerials to receive separate proxy cards. Householdingyour address, householding will continue until you are notified otherwise or until one or more stockholders atyou revoke your address revokes consent. If, at any time, you revoke consent, you will be removed from theno longer wish to participate in householding program within 30 days of receipt of the revocation. If you hold your Syms Corp stock in “street name,” additional information regarding householding of proxy materials should be forwarded to you by your broker.

However, if you wishand would prefer to receive a separate copy of this proxy statement or would like to receive separate proxy statements and annual reports of Syms Corp in the future, or if you are receiving multiple copies of annual reports and proxy statements at an address shared with another stockholder and would like to participate in householding,report, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to the Corporate Secretary of the Company at One Syms Way, Secaucus,Trinity Place Holdings Inc., 717 Fifth Avenue, Suite 1303, New Jersey 07094,York, New York 10022 or by calling (212) 235-2190. You may also notify us to request delivery of a single copy of our annual report or proxy statement if you currently share an address with another stockholder and are receiving multiple copies of our annual report or proxy statement.

STOCKHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING

Pursuant to Rule 14a-8 under the Exchange Act, if a stockholder wants to submit a proposal for inclusion in our proxy materials at our 2018 annual meeting of stockholders, it must be received at our principal executive offices, 717 Fifth Avenue, Suite 1303, New York, New York 10022, Attention: Corporate Secretary, not later than December 29, 2017. In order to avoid controversy, stockholders should submit proposals by means (including electronic) that permit them to prove the date of delivery.

If a stockholder intends to present a proposal for consideration at (201) 902-9600.

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The deadlines described above are calculated by reference to the date that proxy materials are first made available to stockholders of record for this year’s annual meeting. If the Board changes the date of next year’s annual meeting by more than 30 days, the Board will, in a timely manner, inform stockholders of such change and the effect of such change on the deadlines given above by including a notice in our annual report on Form 10-K, our quarterly reports on Form 10-Q, a current report on Form 8-K or by any other means reasonably calculated to inform the stockholders.

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