DEF 14A of Siebert Financial Corp
Filed Oct 9, 2025 · FY20240001140361-25-037792
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, except for nominee Lewis Solimene. 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 (“Nasdaq”). Jerry M. Schneider, a current director, was not nominated by our Board of Directors for re-election. The decision not to nominate Mr. Schneider for re-election was not due to a disagreement with our management or Board, and we extend our gratitude and appreciation to Mr. Schneider for his contributions to the Company. The names of our director nominees, and certain information about each of them, are set forth below:
BOARD OF DIRECTORS
| Nominees: | Gloria E. Gebbia Age 83 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. Ms. Gebbia brings valuable experience to our Board of Directors from her roles at StockCross and in KCA. | | | John J. Gebbia Age 86 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, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. 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 million. We believe Mr. Gebbia brings valuable experience to our Board of Directors from his role as our Chief Executive Officer, as well as his extensive brokerage and executive experience in the brokerage industry. | | | Charles A. Zabatta Age 83 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 & |
BOARD OF DIRECTORS
| | 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. We believe Mr. Zabatta’s extensive experience in the financial services industry, vast industry network, as well as his board expertise qualifies him to serve on our Board of Director. | | Francis V. Cuttita Age 57 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. We believe Mr. Cuttita’s legal experience qualifies him to serve on our Board of Directors. | | Andrew H. Reich Age 70 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, Secretary of the Company and Chief Executive Officer of Muriel Siebert & Co., LLC (“MSCO”). Prior thereto, Mr. 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. Mr. Reich brings valuable experience to our Board of Directors from his role as our Executive Vice President, Chief Financial Officer, Secretary as well as his extensive experience in the financial industry. | | Hocheol Shin Age 48 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 the President of Kakaopay Securities Corporation (“Kakaopay Securities”). Before Kakaopay |
BOARD OF DIRECTORS
| | Securities, Mr. Shin was head of Kakaopay Corporation’s (“Kakaopay”) Payment Business Group and Corporate Developments Office, was 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. We believe Hocheol Shin’s significant experience within technology and international business qualifies him to serve on our Board of Directors. | | Lewis W. Solimene, Jr. Age 66 | Lewis W. Solimene, Jr. has been nominated by the Board of Directors as a member of our Board of Directors and Chairman of the Audit Committee. Mr. Solimene has served as Managing Director and Portfolio Manager of Monroe Capital since July 2021, and as Chief Financial Officer, Chief Investment Officer, and Secretary of Monroe Capital Corporation (NASDAQ: MRCC) since June 2022. He has also held the roles of Chief Financial Officer, Chief Investment Officer, and Corporate Secretary of Monroe Capital Income Plus Corporation since January 2022. Prior to joining Monroe Capital, Mr. Solimene was Managing Director and Head of Opportunistic Investments for Allstate Investments, LLC from 2016 until 2021, where he led portfolio strategies deploying debt and equity capital in dislocated markets, out-of-favor sectors, and complex transactions. From 2007 to 2016, he was Senior Managing Director at Macquarie Capital, heading the Restructuring and Special Situations Group. His earlier experience includes leadership roles at Giuliani Capital Advisors LLC from 2004 until 2007, Ernst & Young Corporate Finance LLC from 2000 until 2004 and Bank of America and its predecessor, Continental Illinois National Bank and Trust Company from 1981 until 2000, where he served as Managing Director in the Global Special Situation Group. Mr. Solimene served on the Board of Directors and as Chair of the Audit Committee of Runway Growth Finance Corp. (NASDAQ: RWAY) from January 2017 to June 2022. Since July 2024, he has served on the Advisory Committee of Siebert Financial Corp. (NASDAQ: SIEB). He also serves on the board of a privately held manufacturing company and several non-profit organizations. Mr. Solimene holds a B.S. in Finance from Western Illinois University and an M.B.A. from the University of Chicago Booth School of Business. |
Summary Compensation Table
Summary Compensation Table The following table presents the annual compensation paid to or earned by our current named executive officers during the years ended December 31, 2024 and 2023, respectively.
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 | 2024 | $840,000 | $350,000 | — | — | — | — | $120,000 | $1,310,000 | | | 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 | 2024 | $272,000 | $190,000 | — | — | — | — | $120,000 | $582,000 | | | 2023 | $250,000 | $181,000 | — | — | — | — | $120,000 | $551,000 |
Summary Compensation Table
| (1) Represents the dollar amount recognized for consolidated financial statement reporting in accordance with 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 consolidated financial statement reporting in accordance with 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, 2024 and 2023, respectively. |
Outstanding Equity Awards as of December 31, 2024
Outstanding Equity Awards as of December 31, 2024 As of December 31, 2024, the Company had no outstanding awards to named executive officers.
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 | | Value of Initial Fixed $100 | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(3) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Former PEO(3) | Average Summary Compensation Table Total for Non-PEO NEO(1) | Average Compensation Actually Paid to Non-PEO NEO(4) | Investment Based On Total Shareholder Return (“TSR”)(5) | Net Income / (Loss) thousands(6) | | 2024 | $1,310,000 | $1,310,000 | $— | $— | $582,000 | $582,000 | $37.93 | $13,286 | | 2023 | $612,000 | $612,000 | $230,000 | $230,000 | $321,000 | $321,000 | $(27.59) | $7,826 |
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 from January 1, 2023 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, 2024 and 2023. |
Pay Versus Performance
| (3) 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 | | 2024 | $1,310,000 | $— | $1,310,000 | | 2023 | $612,000 | $— | $612,000 |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for Andrew H. Reich | Equity Award Adjustments(b) | Compensation Actually Paid to Andrew H. Reich | | 2024 | $— | $— | $— | | 2023 | $230,000 | $— | $230,000 |
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
| (4) 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 | | 2024 | $582,000 | $— | $582,000 | | 2023 | $321,000 | $— | $321,000 | | 2022 | $— | $— | $— |
Pay Versus Performance
| (5) TSR is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2021. No dividends were paid in 2024, 2023 or 2022. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net income/ (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 shareholders. 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 year ended December 31, 2024, 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 year ended December 31, 2024. 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 | | Gloria E. Gebbia | $120,000 | — | — | — | — | $— | $120,000 | | John J. Gebbia | $120,000 | — | — | — | — | $— | $120,000 | | Andrew H. Reich | $120,000 | — | — | — | — | $— | $120,000 | | Francis V. Cuttita | $130,000 | — | — | — | — | $— | $130,000 | | Charles Zabatta | $150,000 | — | — | — | — | $— | $150,000 | | Jerry M. Schneider | $130,000 | — | — | — | — | $— | $130,000 | | Hocheol Shin | $— | — | — | — | — | $— | $— |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the Annual Meeting, seven directors are to be elected to serve until the next annual meeting of shareholders 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: