DEF 14A of Siebert Financial Corp
Filed Oct 8, 2026 · FY20250001140361-26-039143
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 John J. Gebbia, Andrew H. Reich and John M. Gebbia, are “independent directors” within the meaning of Rule 5605(a)(2) of The Nasdaq Stock Market (“Nasdaq”). On September 22, 2026, Gloria E. Gebbia resigned from the Board of Directors to focus on public relations and philanthropic endeavors. Ms. Gebbia’s resignation from the Board of Directors was not due to any disagreement with the Company, and the Company extends its gratitude and appreciation to Ms. Gebbia for her contributions to the Company. On September 22, 2026, the Board of Directors appointed John M. Gebbia to fill the vacancy resulting from Ms. Gebbia’s resignation. The names of our director nominees, and certain information about each of them, are set forth below:
BOARD OF DIRECTORS
| Nominees: | John J. Gebbia Age 87 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. John commenced his employment in the brokerage industry in 1959 and, in 1962, became Executive Vice President of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr. Gebbia purchased the company in 1983. Since then, 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 84 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 continues to have a distinguished career, predominantly 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. Charles currently advises on capital raising, general business structure, and management. Previously, he served on the boards of Knight Capital and Kennedy Cabot & Co., and currently, he serves on the board of Paraco Gas Corporation, a large, privately held independent energy company. 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 Directors. |
BOARD OF DIRECTORS
| Francis V. Cuttita Age 58 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. Francis has over 27 years of experience practicing law in the areas of real estate and business transactions, media, sports, and entertainment. His list of clients includes 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. He 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 71 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 Operating Officer, Chief Financial Officer, and Secretary of the Company and Chief Executive Officer of Muriel Siebert & Co., LLC (“MSCO”). Prior to these roles, Andrew 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. He holds an 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 49 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 Securities, Mr. Shin was head of Kakaopay Corporation’s (“Kakaopay”) Payment Business Group and Corporate Development 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. |
BOARD OF DIRECTORS
| Lewis W. Solimene, Jr. Age 67 Director | Lewis W. Solimene, Jr. has served on our Board of Directors and Chairman of the Audit Committee since November 18, 2025. Mr. Solimene has served as Managing Director and Portfolio Manager at Monroe Capital since July 2021 and has held the roles of Chief Financial Officer, Chief Investment Officer, and Secretary of Monroe Capital Corporation since June 2022, as well as Chief Financial Officer, Chief Investment Officer, and Corporate Secretary of Monroe Capital Income Plus Corporation since January 2022. Prior to joining Monroe Capital, he served as Managing Director and Head of Opportunistic Investments at Allstate Investments from 2016 to 2021. From 2007 to 2016, he was Senior Managing Director and Head of the Restructuring and Special Situations Group at Macquarie Capital, following leadership roles at Giuliani Capital Advisors, Ernst & Young Corporate Finance, and Bank of America. He served on the Board of Directors and as Chair of the Audit Committee of Runway Growth Finance Corp. from 2017 to 2022. 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. We believe that Mr. Solimene’s financial and investment expertise, public company executive experience and prior audit committee leadership qualify him to serve on our Board of Directors and as Chairman of the Audit Committee. | | John M. Gebbia Age 64 Director | John M. Gebbia has served on our Board of Directors since September 22, 2026. From 1992 to 1997, John M. Gebbia served as President and Chief Executive Officer of Kennedy Cabot & Co., a broker-dealer that was acquired by TD Ameritrade in 1997. Thereafter, Mr. Gebbia managed and operated various Gebbia family business interests. From 2007 to 2020, Mr. Gebbia served as a Director and Executive Vice President at StockCross and has been active in the brokerage industry in various capacities since 1990. Since 2020, Mr. Gebbia has served as Co-Chief Executive Officer of MSCO. We believe Mr. Gebbia brings valuable experience to our Board of Directors through his experience in the securities industry, including his leadership of broker-dealers and extensive knowledge of brokerage operations and financial services. |
2025 Summary Compensation Table
2025 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, 2025 and 2024, respectively.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1) | Totals ($) | | John J. Gebbia Chief Executive Officer, Director and Chairman | 2025 | $975,000 | $420,000 | — | — | — | — | $120,000 | $1,515,000 | | | 2024 | $840,000 | $350,000 | — | — | — | — | $120,000 | $1,310,000 | | Andrew H. Reich Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary | 2025 | $300,000 | $190,000 | — | — | — | — | $122,000 | $612,000 | | | 2024 | $272,000 | $190,000 | — | — | — | — | $122,000 | $584,000 |
2025 Summary Compensation Table
| (1) “All other compensation” for Mr. Gebbia and Mr. Reich represents cash fees earned for services as a member of our Board of Directors, which amounts would otherwise have been reported in the “Fees Earned or Paid in Cash” column of the 2025 Director Compensation table below, as well as employer 401(k) matching of $2,000 for Andrew Reich for both 2024 and 2025. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 As of December 31, 2025, the Company had no outstanding awards to named executive officers.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”), and non-PEO named executive officers (“Non-PEO NEOs”) 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) | | 2025 | $1,515,000 | $1,515,000 | $— | $— | $612,000 | $612,000 | $258.09 | $5,121 | | 2024 | $1,310,000 | $1,310,000 | $— | $— | $584,000 | $584,000 | $232.35 | $13,303 | | 2023 | $612,000 | $612,000 | $551,000 | $551,000 | $— | $— | $123.53 | $7,844 |
Pay Versus Performance
| (1) Represents the amounts of total compensation reported for each PEO and our Non-PEO NEO as applicable for each corresponding year in the “Total” column of the applicable Summary Compensation Table. |
Pay Versus Performance
| (2) Andrew H. Reich (with respects to 2023, “Former PEO”) was our PEO from January 1, 2023 until May 24, 2023, upon appointment of Mr. Gebbia as PEO. Mr. Gebbia has served as our PEO since May 24, 2023. There were no Non-PEO NEOs for the year ended December 31, 2023. For the years ended December 31, 2025 and 2024, Mr. Reich was the only Non-PEO NEO. References to “average” amounts for our Non-PEO NEOs in this disclosure with respect to 2025 and 2024 are referring to amounts with respect to Mr. Reich. In prior years, our proxy statement disclosure treated Mr. Reich as both a PEO and a Non-PEO NEO for 2023; this disclosure corrects that characterization. |
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 PEO | Adjustments to Determine Compensation Actually Paid(a) | Compensation Actually Paid to PEO | | 2025 | $1,515,000 | $— | $1,515,000 | | 2024 | $1,310,000 | $— | $1,310,000 | | 2023 | $612,000 | $— | $612,000 |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for Former PEO | Adjustments to Determine Compensation Actually Paid(a) | Compensation Actually Paid to Andrew H. Reich | | 2023 | $551,000 | $— | $551,000 |
Pay Versus Performance
| (a) In accordance with Item 402(v) of Regulation S-K, for the years covered by the Pay Versus Performance table, no adjustments to the Summary Compensation Table totals were required to determine “compensation actually paid,” because during such years the applicable officers did not receive or hold equity awards or participate in any defined benefit or actuarial pension plans. |
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. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total Summary Compensation Table compensation for the Non-PEO NEO for each applicable year: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for Andrew H. Reich | Adjustments to Determine Compensation Actually Paid(a) | Compensation Actually Paid to Andrew H. Reich | | 2025 | $612,000 | $— | $612,000 | | 2024 | $584,000 | $— | $584,000 |
Pay Versus Performance
| (5) For each covered fiscal year, our TSR was calculated based on the cumulative total shareholder return on the applicable stock, based on a deemed fixed investment of $100 at market close on December 31, 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 PEOs and Non-PEO NEO during the fiscal years covered by the Pay Versus Performance table generally increased over time, as did our TSR. Our net income during those fiscal years increased for 2024, but then decreased for 2025.
2025 DIRECTOR COMPENSATION
2025 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 our non-employee directors during the year ended December 31, 2025. Each non-employee director receives an annual cash retainer of $120,000 for their service on our Board of Directors, for which retainer is paid quarterly (besides Mr. Shin who declined compensation for his service as a director in 2025). From time to time, the Company may provide modest discretionary bonuses (in the form of cash or of common stock) to directors in recognition of their service and contributions during the year. Any such bonuses are determined based on a holistic review of director engagement, responsibilities, and overall contributions to the Company. During the year ended December 31, 2025, Mr. Cuttita received a $10,000 cash bonus and Mr. Schneider received 9,000 shares of common stock of the Company. Each non-employee director also receives reimbursements for reasonable travel expenses and out-of-pocket costs incurred on behalf of the Company. John J. Gebbia and Mr. Reich served on our Board of Directors during the year ended December 31, 2025, but their compensation for such services is fully reflected above in the 2025 Summary Compensation Table.
2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation(2) | Total | | Gloria E. Gebbia | $120,000 | — | — | — | — | $— | $120,000 | | Francis V. Cuttita | $120,000 | — | — | — | — | $10,000 | $130,000 | | Charles A. Zabatta | $120,000 | — | — | — | — | $— | $120,000 | | Jerry M. Schneider(3) | $120,000 | 25,920 | — | — | — | $— | $145,920 | | Hocheol Shin | $— | — | — | — | — | $— | $— | | Lewis W. Solimene, Jr.(4) | $15,000 | — | — | — | — | $— | $15,000 |
2025 DIRECTOR COMPENSATION
| (1) Reflects the grant date fair value of the shares of common stock of the Company granted to Mr. Schneider under the Siebert Financial Corp. 2021 Equity Incentive Plan, calculated in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. As of December 31, 2025 none of our non-employee directors held any option awards or unvested stock awards. |
2025 DIRECTOR COMPENSATION
| (2) Amount for Mr. Cuttita represents a cash bonus of $10,000. |
2025 DIRECTOR COMPENSATION
| (3) Jerry Schneider served as a member of the Board of Directors until November 18, 2025. |
2025 DIRECTOR COMPENSATION
| (4) At the 2025 Annual Meeting held on November 18, 2025, Lewis W. Solimene, Jr. was elected to the Board of Directors. |
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: