DEF 14A of Andersen Group Inc.
Filed Apr 30, 2026 · FY20250001193125-26-196171
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
GENERAL
GENERAL Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of eight members serving one-year terms. For so long as Aggregator and its designees and affiliates beneficially own 50% of the voting power of our common stock entitled to vote generally in the election of directors, our Amended and Restated Certificate of Incorporation provides that our Board will not be classified into three classes of directors and all of our directors will stand for reelection each year. Following the date on which Aggregator and its designees and affiliates cease to beneficially own 50% of the voting power of our common stock entitled to vote generally in the election of directors, our Amended and Restated Certificate of Incorporation provides that our Board will be classified into three classes of directors, each of whom will hold office for a three-year term. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.
NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING
NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING This year’s nominees for election to the Board of Directors, to serve for a term expiring at the 2027 annual meeting of stockholders, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal, are provided below. All of the nominees listed below are currently directors of the Company. The age of each director as of the Record Date is set forth below. Each of the nominees has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve if elected.
NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING
| | | | COMMITTEE MEMBERSHIPS | | | | Name | INDEPENDENT | DIRECTOR SINCE | AUDIT | COMPENSATION | RISK | | Mark Vorsatz Age: 71 Chief Executive Officer and Chairman of the Board of Directors | | 2025 | | | | | Robert V. Gunderson, Jr. Age: 74 Lead Independent Director | ● | 2025 | | ● | ● | | Susan Decker Age: 63 Director | ● | 2026 | | ● | ● | | John R. Joyce* Age: 72 Director | ● | 2025 | ● | ● | | | Joseph Karczewski Age: 68 Director and Managing Director | | 2025 | | | | | John F. Nicolai Age: 76 Director | ● | 2025 | ● | ● | | | Ronald L. Olson Age: 84 Director | ● | 2025 | | ● | ● | | Dorice Pepin Age: 67 Director and Regional Managing Director for the Central Region | | 2025 | | | |
NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING
| * Audit Committee Financial Expert |
NOMINEES FOR ELECTION AS DIRECTORS AT THE ANNUAL MEETING
See “Corporate Governance—Board Composition” below for additional information regarding our Board of Directors, including their experiences, qualifications, attributes or skills that caused our Board of Directors to determine that such nominees should serve as one of our directors.
Compensation Committee
| • | reviewing and recommending to our Board of Directors the compensation of our directors; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Director Compensation Table
2025 Director Compensation Table Prior to our initial public offering in 2025, the boards of directors of each of MDM, MDI and Andersen Tax Holdings LLC were responsible for the oversight of our business and operations. Those boards of directors consisted of individuals who were also managing directors of such entities. As such, none of those individuals received separation compensation for their service on the board of directors. Following our initial public offering, our board of directors consisted of three managing directors (who received no separate compensation for their service on our board) and four non-employee directors. The following table sets forth information about the compensation of each person who served as a director of MDM or MDI during the fiscal year ended December 31, 2025 and who did not serve as a director of Andersen Group Inc. following our initial public offering (other than a director who also served as a named executive officer). These amounts reflect the compensation the directors earned as Managing Directors and employees of Andersen Tax LLC and consist of the same elements paid to our named executive officers as described in the section titled “Executive Compensation” below.
2025 Director Compensation Table
| Name | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Frank Cassidy | 985,577 | — | 8,548,790 | 2,014,746 | 11,549,113 | | Peter Crocco | 1,161,539 | — | 11,271,007 | 2,167,367 | 14,599,913 | | Mary Duffy | 700,000 | — | 7,308,790 | 1,608,471 | 9,617,261 | | Sid Luckenbach | 790,000 | 50,000 | 7,200,000 | 1,861,669 | 9,901,669 | | Jeff Malo | 650,000 | — | 6,108,790 | 1,338,069 | 8,096,859 | | Adam Steinberger | 1,161,539 | — | 10,447,338 | 2,232,945 | 13,841,822 | | Chad Thiel | 1,555,000 | — | 10,297,580 | 2,417,420 | 14,270,000 |
2025 Director Compensation Table
| (1) Amount represents a discretionary bonus. |
2025 Director Compensation Table
| (2) Includes the following: (i) The aggregate grant date fair value of fully vested profits interest units (PIUs) granted to each director during the applicable fiscal year calculated in accordance with FASB ASC Topic 718; and (ii) compensation expense associated with the exchange of the director’s common units and PIUs in the Management Holdcos for Class X Aggregator Units in connection with the reorganization transactions prior to our initial public offering in which service-based vesting conditions were imposed on 50% of the Class X Aggregator Units issued to the director, which were as follows for each of the directors: $7,800,000 for Mr. Cassidy; $8,800,000 for Mr. Crocco; $6,560,000 for Ms. Duffy; $7,200,000 for Mr. Luckenbach; $5,360,000 for Mr. Malo; $8,800,000 for Mr. Steinberger; and $8,800,000 for Mr. Thiel. The portion of the units subjected to service-based vesting conditions resulted in incremental compensation expense to be recognized over the requisite service period for financial statement accounting purposes and does not reflect compensation paid to the directors. See Note 14 to our audited financial statements in our Annual Report on Form 10-K filed on March 27, 2026 for a discussion of assumptions made by us in determining the grant date fair value of such awards. |
2025 Director Compensation Table
| (3) Due to our Up-C structure, each director received a portion of their compensation in the form of participation in the earnings of the respective entities in which they are members. The amounts in this column include distributions made to the directors by such entities in the fiscal year. The amounts in this column also include the following 401(k) plan matching contributions: $5,250 for Mr. Cassidy; $5,250 for Mr. Crocco; $5,250 for Ms. Duffy; $5,250 for Mr. Luckenbach; $3,625 for Mr. Malo; $5,250 for Mr. Steinberger; and $5,250 for Mr. Thiel. |
2025 Director Compensation Table
The following table sets forth information about the compensation of each person who served as a director of Andersen Group Inc. during the fiscal year ended December 31, 2025 (other than a director who also served as a named executive officer). In the case of Mr. Karczewski and Ms. Pepin, these amounts reflect the compensation the directors earned as Managing Directors and employees of Andersen Tax LLC, which consists of the same elements paid to our named executive officers as described in the section titled “Executive Compensation” below.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Joseph Karczewski | 2,150,000(4) | 2,246,370 | 4,147,845 | 8,544,215 | | Dorice Pepin | 650,000(4) | 748,790 | 717,985 | 2,116,775 | | Robert V. Gunderson, Jr. | — | 1,871,975 | 245,567 | 2,117,542 | | John R. Joyce | — | 1,871,975 | 245,567 | 2,117,542 | | John F. Nicolai | — | 1,871,975 | 245,567 | 2,117,542 | | Ronald L. Olson | — | 3,452,050 | 138,987 | 3,591,037 |
2025 Director Compensation Table
| (1) See Note 14 to our audited financial statements in our Annual Report on Form 10-K filed on March 27, 2026 for a discussion of assumptions made by us in determining the grant date fair value of such awards. |
2025 Director Compensation Table
| (2) Reflects the aggregate grant date fair value of fully vested PIUs granted to each director in 2025, calculated in accordance with FASB ASC Topic 718. In connection with the reorganization transactions prior to our initial public offering, the PIUs were exchanged for Class X Aggregator Units and service-based vesting conditions were imposed on 50% of the Class X Aggregator Units issued to Mr. Karczewski and Ms. Pepin and 95% of the Class X Aggregator Units issued to Messrs. Gunderson, Joyce, Nicolai and Olson. No compensation expense was associated therewith due to the fact that all such directors were retirement eligible at the time of the reorganization. As of December 31, 2025, our directors held the following unvested Class X Aggregator Units: Mr. Karczewski: 1,000,000; Ms. Pepin: 425,000; Mr. Gunderson: 237,500; Mr. Joyce: 237,500; Mr. Nicolai: 237,500; and Mr. Olson: 237,500. |
2025 Director Compensation Table
| (3) Represents distributions from the entities in which the directors are members. In the case of Mr. Karczewski and Ms. Pepin, see footnote 3 to the pre-initial public offering director compensation table above. The amounts in this column also include the following 401(k) plan matching contributions: $5,250 for Mr. Karczewski and $3,500 for Ms. Pepin. |
2025 Director Compensation Table
| (4) Represents base salary earned by each of Mr. Karczewski and Ms. Pepin during the fiscal year. |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy Mr. Gunderson, Mr. Joyce, Mr. Nicolai and Mr. Olson each received an award of 2,500 PIUs in 2025, which were exchanged for 250,000 Class X Aggregator Units in connection with the reorganization transactions prior to our initial public offering. In connection with the reorganization transactions, service-based vesting conditions were also imposed on 95% of the Class X Aggregator Units held by these non-employee directors. The unvested Class X Aggregator Units vest annually in equal installments over the five years following our initial public offering, subject to the non-employee director’s continuous service through each such vesting date and will become fully vested upon death, disability or retirement at age 65 or above. We intend to adopt a non-employee director compensation policy on terms to be determined at a later date by our Board of Directors. Under the non-employee director policy, our non-employee directors will be eligible to receive compensation for service on our Board of Directors and its committees.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The following table provides information regarding the compensation of our “principal executive officer” and our two other most highly compensated executive officers for our fiscal years ended December 31, 2025 and December 31, 2024. We refer to these individuals as our “named executive officers.” The principal positions listed in the table refer to the positions of our named executive officers as of December 31, 2025.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Mark Vorsatz | 2025 | 3,295,000 | — | 22,463,700 | 11,509,013 | 37,267,713 | | Chief Executive Officer | 2024 | 3,295,000 | — | — | 6,292,544 | 9,587,544 | | Daniel DePaoli | 2025 | 1,500,000 | — | 15,846,370 | 3,343,868 | 20,690,238 | | Country Managing Director, North America | 2024 | 1,500,000 | — | — | 2,110,655 | 3,610,655 | | Peter Coscia | 2025 | 1,216,346 | — | 10,348,790 | 2,489,230 | 14,054,366 | | East Regional Managing Director | 2024 | 1,075,000 | 350,000 | — | 1,619,246 | 3,044,246 |
2025 SUMMARY COMPENSATION TABLE
| (1) Amount represents a discretionary bonus. |
2025 SUMMARY COMPENSATION TABLE
| (2) Includes the following: (i) the aggregate grant date fair value of fully vested PIUs granted to each named executive officer during the applicable fiscal year calculated in accordance with FASB ASC Topic 718; and (ii) for Messrs. DePaoli and Coscia, $13,600,000 and $9,600,000, respectively, in compensation expenses associated with the exchange of their common units and PIUs in the Management Holdcos for Class X Aggregator Units in connection with the reorganization transactions prior to our initial public offering in which service-based vesting conditions were imposed on 50% of the Class X Aggregator Units issued to the officer. The portion of the units subjected to service-based vesting conditions resulted in incremental compensation expense to be recognized over the requisite service period for financial statement accounting purposes and does not reflect compensation paid to the officers. Though 50% of the Class X Aggregator Units issued to Mr. Vorsatz in the reorganization were also subjected to service-based vesting conditions, no such value is included in the Stock Awards column for Mr. Vorsatz due to the fact that he was retirement eligible, as more fully described below in “Narrative to Summary Compensation Table—Equity |
2025 SUMMARY COMPENSATION TABLE
| Compensation.” See Note 14 to our audited financial statements in our Annual Report on Form 10-K filed on March 27, 2026 for a discussion of assumptions made by us in determining the grant date fair value of such awards. |
2025 SUMMARY COMPENSATION TABLE
| (3) Due to our Up-C structure, our named executive officers receive a significant portion of their compensation in the form of participation in the earnings of the respective entities in which they are members. The amounts in this column include distributions made to the named executive officers by such entities in the applicable year. $79,367 of the amount received by Mr. Vorsatz in respect of 2025 is related to a royalty agreement. See the section titled “Certain Relationships and Related Party Transactions—Royalty Agreement” for additional information. The amounts in this column also include the following 401(k) plan matching contributions: $5,250 for Mr. Vorsatz; $2,596 for Mr. DePaoli; and $3,291 for Mr. Coscia. |
Outstanding Equity Awards at 2025 Fiscal-Year End
Outstanding Equity Awards at 2025 Fiscal-Year End The following table provides information regarding the outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal-Year End
| | Stock Awards | | | Name | Number of Shares or Units of Stock that have not Vested (#) (1) | Market Value of Shares or Units of Stock that have not Vested ($) (2) | | Mark Vorsatz | 3,500,000 | 90,755,000 | | Daniel DePaoli | 850,000 | 22,040,500 | | Peter Coscia | 600,000 | 15,558,000 |
Outstanding Equity Awards at 2025 Fiscal-Year End
| (1) Consists of Class X Aggregator Units which are indirectly redeemable or exchangeable on a 1:1 basis for a share of our Class A common stock, as described above. The Class X Aggregator Units held by each named executive officer vest annually in equal installments over a five-year period of continued service following our initial public offering and will become fully vested upon death, disability or retirement at age 65 or above. Although Mr. Vorsatz has reached the retirement age for full vesting of his Class X Aggregator Units, the full number of his Class X Aggregator Units that are subject to service-based vesting as of December 31, 2025 is included in the table above. |
Outstanding Equity Awards at 2025 Fiscal-Year End
| (2) Market value is based on the fair market value of our Class A common stock at the close of trading on December 31, 2025, the last trading day of fiscal year 2025, which was $25.93. |
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS Our Amended and Restated Certificate of Incorporation contains provisions that limit the liability of our current and former directors and officers for monetary damages to the fullest extent permitted by the DGCL, as amended from time to time. Consequently, our directors and officers will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except for liability:
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
| • | for any breach of the director’s or officer’s duty of loyalty to us or our stockholders; |
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
| • | for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; |
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
| • | in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; |
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
| • | for any transaction from which the director or officer derives any improper personal benefit; or |
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
| • | with respect to officers, any action by or in the right of the corporation. |
LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
Such limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. Our Amended and Restated Bylaws provide that we are required to indemnify our officers and directors to the fullest extent permitted by the DGCL. Our Amended and Restated Bylaws also provide that, on satisfaction of certain conditions, we will advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit us to secure insurance on behalf of any director, officer, employee, or agent for any liability, whether or not Delaware law would otherwise permit indemnification. We have entered into, and expect to continue to enter into, indemnification agreements with each of our directors and executive officers and certain other key employees. With certain exceptions, these agreements will provide for indemnification for related expenses including attorneys’ fees, settlement amounts, and judgments, fines or penalties (unless levied against such individual for such individuals’ violations of law) incurred by any of these individuals in connection with any action, proceeding, or investigation. We believe that these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also currently carry and intend to continue to carry liability insurance for our directors and officers. The limitation of liability and indemnification provisions in our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers, or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.