DEF 14A of Siebert Financial Corp
Filed Feb 20, 2024 · FY20230001140361-24-008516
BOARD OF DIRECTORS
BOARD OF DIRECTORS Our Board of Directors nominated the seven directors identified below for election at the Annual Meeting. All of the nominees for election as director are currently serving as our directors. All of the nominees have consented to be named and have indicated their intent to serve if elected. If elected, each director will hold office until the next annual meeting or until the director’s successor has been duly elected. All our directors, other than Gloria Gebbia, John J. Gebbia, and Andrew H. Reich are “independent directors” within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market. The names of our directors nominees, and certain information about each of them, are set forth below:
BOARD OF DIRECTORS
| Nominees: | Gloria E. Gebbia Age 81 Director | Gloria E. Gebbia has served as a member of our Board of Directors since December 16, 2016. Gloria E. Gebbia is the managing manager of Kennedy Cabot Acquisition, LLC (“KCA”). Ms. Gebbia was an owner and a director of StockCross Financial Services, Inc. (“StockCross”). Additionally, Ms. Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization that raises funds for the John Wayne Cancer Institute, which, under Ms. Gebbia’s leadership, has raised over $16 million for breast and prostate cancer research. | | | John J. Gebbia Age 85 Director, Chairman and Chief Executive Officer | John J. Gebbia has served as a member of our Board of Directors since June 1, 2020, and as our Chief Executive Officer and Chairman since May 24, 2023. From February 2017 to May 2020, John J. Gebbia served as a Special Advisor to the Board of Directors. John J. Gebbia commenced his employment in the brokerage industry in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr. Gebbia purchased the company in 1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160,000,000. | | | Charles A. Zabatta Age 81 Director | Charles A. Zabatta has served as a member of our Board of Directors since December 16, 2016. Charles A. Zabatta served as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development. Mr. Zabatta has and continues to have a distinguished and successful career, predominately in the financial services industry, including holding various positions with the New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co. and TD Waterhouse. Mr. Zabatta’s creative business skills have been instrumental in several acquisitions of small to midsize companies in various industries. Mr. Zabatta currently advises on capital raising, general business structure and management. Previously, Mr. Zabatta has served as a member of the board of Knight Capital and Kennedy Cabot & Co. Currently, Mr. Zabatta serves on the board of Paraco Gas Corporation, a large privately held independent energy company in the Northeast. Mr. Zabatta holds a B.A. in Industrial Psychology from Iona College. |
BOARD OF DIRECTORS
| Francis V. Cuttita Age 55 Director | Francis V. Cuttita has served as a member of our Board of Directors since December 16, 2016. Francis V. Cuttita is a Senior Partner of Cuttita, LLP, a New York based law firm. Mr. Cuttita has over 27 years of practicing law in the areas of real estate and business transactions, media, sports and entertainment. Mr. Cuttita’s list of clients include Fortune 100 corporations, CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning musicians. Mr. Cuttita also serves as an advisor to several national financial, insurance and sports businesses and is an active supporter and member of various nonprofit organizations. Mr. Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of Law. | | Andrew H. Reich Age 68 Director and Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary | Andrew H. Reich has served on our Board of Directors since December 16, 2016. Andrew H. Reich has served as Executive Vice President, Chief Financial Officer, Assistant Secretary of the Company and Chief Executive Officer of Muriel Siebert & Co., Inc. (“MSCO”). Prior thereto, Andrew H. Reich served in a variety of executive positions with StockCross from 2002 until 2016. Mr. Reich has more than 30 years of experience in the financial industry, including more than 14 years as senior management of StockCross. Mr. Reich holds a M.B.A. from The University of Southern California and a B.B.A. from the Bernard Baruch College. | | Jerry M. Schneider Age 79 Director | Jerry M. Schneider has served as a member of our Board of Directors and Chairman of the Audit Committee since December 29, 2016. Jerry M. Schneider is a certified public accountant and has over 40 years of relevant accounting experience. Mr. Schneider is licensed to practice public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants and the Florida Institute of Certified Public Accountants. Mr. Schneider was the Managing Partner of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that firm’s growth and development until it merged with Marks Paneth LLP in 2008. From January 2011 to December 31, 2017, Mr. Schneider was a Partner Emeritus and Senior Consultant at Marks Paneth LLP. Mr. Schneider is also a member of the Board of Directors of Prometheum, Inc., a development stage blockchain based digital security platform. In 2018, Mr. Schneider was appointed to the Board of Directors and the Audit Committee of Fiduciary Trust International South (a subsidiary of Fiduciary Trust International, which is owned by Franklin Templeton). In December 2019, Mr. Schneider was elected to be the chairman of the Audit Committee and was appointed to the Board of Directors of the Trust Committee of Fiduciary Trust International South. Mr. Schneider’s practice was concentrated in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality industry, private educational institutions and estate planning. |
BOARD OF DIRECTORS
| Hocheol Shin Age 46 Director | Hocheol Shin has served on our Board of Directors since May 24, 2023. Hocheol Shin has over 15 years of experience working in global technology companies across various functions including strategy, investment, and engineering. He is currently head of Kakao Pay’s Payment Business Group and Corporate Development Office. Before Kakao Pay, Mr. Shin was a Vice President of Kakao Corp., a Director and Head of Open Innovation at Samsung Electronics, and an Engagement Manager at McKinsey & Company. Mr. Shin received a B.S. in Electrical Engineering from Seoul National University and a Ph.D. in Electrical Engineering from Stanford University. |
Summary Compensation Table
Summary Compensation Table The following table shows, during the years ended December 31, 2023 and 2022, the annual compensation paid to or earned by our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Totals ($) | | John J. Gebbia(1) Chief Executive Officer, Director and Chairman | 2023 | $292,000 | $200,000 | $— | — | — | — | $120,000 | $612,000 | | Andrew H. Reich(2) Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary | 2023 | $250,000 | $181,000 | $— | — | — | — | $120,000 | $551,000 | | | 2022 | $225,000 | $25,000 | $32,000 | — | — | — | $— | $282,000 |
Summary Compensation Table
| (1) Represents the dollar amount recognized for financial statement reporting in accordance with ASC Topic 718. Mr. Gebbia was named to the position of Chief Executive Officer effective May 24, 2023. |
Summary Compensation Table
| (2) Represents the dollar amount recognized for financial statement reporting in accordance with ASC Topic 718. Mr. Reich was named to the positions of Executive Vice President, Chief Operating Officer and Chief Financial Officer effective December 16, 2016. |
Summary Compensation Table
| (3) “All other compensation” for Mr. Gebbia and Mr. Reich is other compensation for services as a member of our Board of Directors for the years ended December 31, 2023 and 2022, respectively. |
Outstanding Equity Awards as of December 31, 2023 and 2022
Outstanding Equity Awards as of December 31, 2023 and 2022 As of December 31, 2023, the Company had no outstanding equity awards. As of December 31, 2022, the Company had 296,000 shares of common stock outstanding and fully vested as part of equity compensation. As of December 31, 2023 and 2022, there were no unexercised options nor shares of stock that have not vested under any equity incentive plan.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, the Company is providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”), former principal executive officer (“Former PEO”) and non-PEO named executive officer (“NEO”) and certain financial performance of the Company for the fiscal years listed below.
Pay Versus Performance
| | John J. Gebbia - PEO | | Andrew H. Reich – Former PEO | | Non-PEO NEO | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(4) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Former PEO(4) | Average Summary Compensation Table Total for Non-PEO NEO(1) | Average Compensation Actually Paid to Non-PEO NEO(5) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”)(6) | Net Income / Loss (thousands)(7) | | 2023 | $612,000 | $612,000 | $230,000 | $230,000 | $321,000 | $321,000 | $(27.59) | $8,700(3) | | 2022 | $282,000 | $250,000 | $— | $— | $(2) | $(2) | $(41.38) | $(2,990) |
Pay Versus Performance
| (1) Represents the amounts of total compensation reported for our PEO, Former PEO and Non-PEO NEO during each corresponding year in the “Total” column of the Summary Compensation Table above. |
Pay Versus Performance
| (2) Andrew H. Reich was our PEO for the fiscal year ended December 31, 2022, and until May 24, 2023, upon appointment of Mr. Gebbia as PEO. There were no other NEOs for the year ended December 31, 2022, and only Andrew H. Reich during the year ended December 31, 2023. |
Pay Versus Performance
| (3) Represents the amount of net income for the nine months ended September 30, 2023. |
Pay Versus Performance
| (4) Represents the amount of “compensation actually paid” to our PEO and Former PEO, respectively, as computed in accordance with Item 402(v) of Regulation S-K, with the following adjustments: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for John J. Gebbia | Equity Award Adjustments(b) | Compensation Actually Paid to John J. Gebbia | | 2023 | $612,000 | $— | $612,000 | | 2022 | $— | $— | $— |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for Andrew H. Reich | Equity Award Adjustments(b) | Compensation Actually Paid to Andrew H. Reich | | 2023 | $551,000 | $— | $551,000 | | 2022 | $282,000 | $(32,000) | $250,000 |
Pay Versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance
| (5) Represents the average amount of “compensation actually paid” to the Non-PEO NEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEO for each applicable year: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for Andrew H. Reich | Equity Award Adjustments(b) | Compensation Actually Paid to Andrew H. Reich | | 2023 | $551,000 | $— | $551,000 | | 2022 | $— | $— | $— |
Pay Versus Performance
| (6) TSR is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2023 and 2022, respectively, calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the end of the measurement period. No dividends were paid in 2023 or 2022. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable years. |
Pay Versus Performance
The objectives of our executive compensation program are (1) to enhance our long-term value by driving growth and profitability consistent with our board-approved annual financial and long-term strategic plans, (2) to assist us in attracting and retaining high quality talent, (3) to reward past performance and motivate future performance, and (4) to align executive officers’ long-term interests with those of our stockholders. While we do not utilize a set formula for allocating compensation among the elements of total compensation, our compensation program is designed to reward performance by tying a substantial portion of each executive officer’s total potential compensation to individual performance and our overall performance. Key factors include the executive officer’s performance; the nature, scope and level of the executive officer’s responsibilities; and the executive officer’s contribution to our overall financial results. Our approach to compensation complements our practices of real-time risk assessment and daily measurement of financial performance in the various parts of our businesses, which also act as disincentives to excessive risk-taking. The compensation actually paid to our PEO and Former PEO and the average amount of compensation actually paid to or non-PEO NEOs during the periods presented are not directly correlated with TSR as they are influenced by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility during the fiscal year, our mix of performance metrics and other factors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of the Company’s directors during the years ended December 31, 2023 and 2022, respectively, which is payable quarterly, plus reimbursements for reasonable travel expenses and out-of-pocket costs incurred on behalf of the Company. Mr. Gebbia and Mr. Reich each received a total of $120,000 for their service as a member of our Board of Directors during the periods presented below. Mr. Gebbia and Mr. Reich’s total compensation for service as an employee and as a member of our Board of Directors is presented under the heading “Summary Compensation Table” above.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total 2023 | | Gloria E. Gebbia | $120,000 | — | — | — | — | $90,000(1) | $210,000 | | John J. Gebbia | $120,000 | — | — | — | — | $— | $120,000 | | Andrew H. Reich | $120,000 | — | — | — | — | $— | $120,000 | | Francis V. Cuttita | $145,000 | — | — | — | — | $— | $145,000 | | Charles Zabatta | $245,000 | — | — | — | — | $— | $245,000 | | Jerry M. Schneider | $145,000 | — | — | — | — | $— | $145,000 | | Hocheol Shin | $— | — | — | — | — | $— | $— |
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total 2022 | | Gloria E. Gebbia | $— | — | — | — | — | — | $— | | John J. Gebbia | $— | — | — | — | — | — | $— | | Andrew H. Reich | $— | — | — | — | — | — | $— | | Francis V. Cuttita | $106,000 | — | — | — | — | — | $106,000 | | Charles Zabatta | $106,000 | — | — | — | — | — | $106,000 | | Jerry M. Schneider | $106,000 | — | — | — | — | — | $106,000 | | Cynthia DiBartolo(2) | $— | — | — | — | — | — | $— |
DIRECTOR COMPENSATION
| (1) Represents compensation paid to Ms. Gebbia for services rendered to the Company as a consultant. |
DIRECTOR COMPENSATION
| (2) Ms. DiBartolo resigned from our Board of Directors, effective October 18, 2022. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, seven directors are to be elected to serve until the next annual meeting of stockholders and until a successor for such director is elected and qualified, or until the death, resignation or removal of such director. Set forth below, and above under “Board of Directors,” is information regarding the seven nominees for election to our board of directors: