What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-05-10 · 371 added, 284 removed, 538 unchanged (55% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation,

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Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period

covered by this report pursuant to Rule 13a-15(e) of Securities Exchange of 1934, as amended.

covered by this report pursuant to Rule 13a-15(e) and 15d-15(e) of Securities Exchange of 1934, as amended (the “Exchange Act”).

Our disclosure controls and

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Based on its evaluation, our

management, including our Chief Executive Officer and our Executive Vice President/Chief Financial Officer, concluded that as of the end

of the period covered by this annual report, our disclosure controls and procedures were ineffective, based on the material weaknesses

in internal control over financial reporting described below.

As explained further below, the material weakness did not result in adjustments

to the consolidated financial statements.

management, including our Chief Executive Officer and our Executive Vice President/Chief Financial Officer, concluded that, as of the

end of the period covered by this Report, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

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of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO Framework”).

on that assessment, management has concluded that, as of December 31, 2023, due to a material weakness in internal control over financial

reporting discussed below, our internal control over financial reporting was not effective.

Siebert 2023 Form-10K 68

A material weakness is

a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility

that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely

We have identified the following material weakness in our internal control over financial reporting, which remains outstanding

as of December 31, 2023:

Siebert did not design

and maintain effective controls over certain information technology (“IT”) or general computer controls for information systems

that are relevant to the preparation of the consolidated financial statements.

Specifically, Siebert did not design and maintain user access controls

to ensure appropriate segregation of duties and adequate restricted user and privileged access to financial applications, data

and programs to the appropriate personnel.

The IT deficiencies did not result in adjustments to the consolidated financial statements.

Management has commenced implementing

the following measures to ensure that the control deficiencies contributing to the material weakness are remediated:

(i) designing and

implementing controls related to provisioning, privileged access, and user access reviews, (ii) developing an enhanced risk assessment

process to evaluate logical access, and (iii) improving the existing training program associated with control design and implementation.

The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management

has concluded, through testing, that these controls are operating effectively.

We expect that the remediation will be completed prior

to the end of 2024.

on that assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

As disclosed in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2023, we identified a material weakness in our internal control over financial

reporting related to the fact that we did not design and maintain effective controls over certain IT or general computer controls for

information systems that are relevant to the preparation of the consolidated financial statements.

Specifically, we did not design and

maintain user access controls to ensure appropriate segregation of duties and adequate restricted user and privileged access to

financial applications, data and programs to the appropriate personnel.

The IT deficiencies did not result in adjustments to the consolidated

financial statements.

During 2024, management also identified material weaknesses relating to (i) our failure to design adequate internal

controls surrounding security market values within our back-office stock record system, including the accuracy and completeness of pricing

of firm and customers’ fully paid and excess margin securities, and (ii) our internal controls surrounding the quarterly securities

count lacking sufficient documented review and precision of review to demonstrate the completeness and accuracy of the count performed

in accordance with Rule 17a-13 of the Exchange Act.

Remediation Activities

During 2024, management designed

and implemented the following previously disclosed measures to ensure that the control deficiencies contributing to the material weaknesses

were remediated:

(i) designing and implementing controls related to provisioning, privileged access, and user access reviews, (ii) developing

an enhanced risk assessment process to evaluate logical access, and (iii) improving the existing training program associated with control

design and implementation.

We also designed and implemented a review of security market values and conducted a detailed review of our

quarterly securities count.

During the fourth quarter of 2024, we completed our testing of the operating effectiveness of the implemented

controls and found them to be effective.

As a result, we have concluded the material weaknesses have been remediated as of December 31,

Changes in Internal Control over Financial

Except for the material weakness

in internal control described above, there were no changes in our internal control over financial reporting during the most recently completed

fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the changes in

connection with our identifying the material weaknesses identified above and our implementation of the remediation plans described above,

there were no other changes in our internal control over financial reporting during the most recently completed fiscal quarter that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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Not applicable.

Siebert 2023 Form-10K 69

DIRECTORS, EXECUTIVE OFFICERS AND

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manager of KCA.

Gebbia was an owner and a director of 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

Gebbia’s leadership, has raised over $16 million for breast and prostate cancer research.

Gebbia was an owner and a director of StockCross Financial Services, Inc.

(“StockCross”).

Additionally,

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

Gebbia brings valuable

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We believe Mr.

valuable experience to our Board of Directors from his role as our Chief Executive Officer, involvement with Siebert as well as his extensive

brokerage and executive experience in the brokerage industry qualifies him to serve on our Board.

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.

Zabatta has served

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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.

of the board of Knight Capital, Kennedy Cabot & Co.

and Paraco Gas Corporation.

Zabatta holds a B.A.

in Industrial Psychology from Iona College.

in Industrial Psychology

from Iona College.

We believe Mr.

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to serve on our Board.

Siebert 2023 Form-10K 70

Cuttita has served

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Reich has served

as Executive Vice President, Chief Financial Officer, Assistant Secretary of the Company since December

Prior thereto, Andrew H.

as Executive Vice President, Chief Financial Officer, Secretary of the Company and Chief Executive Officer of MSCO.

Prior thereto, Andrew

Reich served in a variety of executive positions with StockCross from 2002 until 2016.

more than 30 years of experience in the financial industry, including more than 14 years as senior management of StockCross.

holds an M.B.A.

from the University of Southern California and a B.B.A.

Reich has more than 30 years of experience

in the financial industry, including more than 14 years as senior management of StockCross.

Reich holds an M.B.A.

from the University

of Southern California and a B.B.A.

from the Bernard Baruch College.

Reich brings valuable

experience to our Board of Directors from his role as our Executive Vice President, Chief Financial Officer, Assistant Secretary as well

as his extensive experience in the financial industry.

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.

Schneider, CPA

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Shin has over 15 years of experience working in global technology companies across various functions including strategy, investment, and

He has served as 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.

Shin received a B.S.

He is currently the President of Kakaopay Securities Corporation (“Kakaopay Securities”).

Before Kakaopay Securities,

Shin was head of Kakaopay’s Payment Business Group and Corporate Developments Office, was a Vice President of Kakao Corp., a

Director and Head of Open Innovation at Samsung Electronics, and an Engagement Manager at McKinsey & Company.

Shin received a

in Electrical Engineering from Seoul National University and a Ph.D.

in Electrical Engineering

from Stanford University.

We believe Hocheol Shin’s

in Electrical Engineering from Stanford University.

We believe Mr.

significant experience within technology and international business qualifies him to serve on our Board.

Siebert 2023 Form-10K 71

Identification of Executive Officers

Chief Executive Officer, Chairman and Director

Gebbia is the Chief Executive Officer and Chairman of the Company since May 2023.

From February 2017 to May 2020, Mr.

Chief Executive Officer,

Chairman and Director

From February 2017

to May 2020, Mr.

Gebbia served as a Special Advisor to the Board of Directors.

Gebbia commenced his employment in the brokerage industry in 1959.

Gebbia commenced his employment in the brokerage industry

Gebbia became Executive Vice President of Walston & Company.

After becoming CEO of Jesup & Lamont, an institutional brokerage firm, Mr.

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.

Executive Vice President,

Chief Operating Officer, Chief Financial Officer, Director and Secretary

Reich has served as Executive

Vice President, Chief Financial Officer, Assistant Secretary of the Company since December 16, 2016.

Prior thereto, Andrew H.

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.

Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary

served as Executive Vice President, Chief Financial Officer, Assistant Secretary of the Company since December 16, 2016.

Prior thereto,

Reich served in a variety of executive positions with StockCross from 2002 until 2016.

Reich has more than

30 years of experience in the financial industry, including more than 14 years as senior management of StockCross.

Reich has more than 30 years of

experience in the financial industry, including more than 14 years as senior management of StockCross.

Reich holds a M.B.A.

from the University of Southern California and a B.B.A.

the University of Southern California and a B.B.A.

from the Bernard Baruch College.

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14 special meetings during 2024.

Each incumbent director attended at least 75% of his or her Board of Directors meetings and all of his

or her committee meetings.

The Board of Directors held 8 regular meetings and 4 special meetings during 2022.

Controlled Company

As of May 18, 2023, the Company

ceased to be a “Controlled Company.” As a result, the Company will be subject to Nasdaq’s Corporate Governance Rules

described below, which will be phased-in over the 12-month period following May 18, 2023.

Each incumbent director attended at least 75% of Board of Directors meetings and all of his or her respective

committee meetings.

Director Independence

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on Nasdaq under the symbol “SIEB.” Nasdaq Listing Rules require that a majority of the members of a listed company’s

board of directors be independent, except for “Controlled Companies,” which, as of May 18, 2023, we no longer are, as described

In addition, the Nasdaq Listing Rules generally require that, subject to specified exceptions, each member of a listed company’s

audit, compensation, and nominating committees be independent subject to the controlled company exemptions described above, as applicable

to the compensation and governance committees.

Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In order to be considered independent for purposes

of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit

committee, the board of directors, or any other board committee:

accept, directly or indirectly, any consulting, advisory, or other compensatory

fee from the listed company or any of its subsidiaries;

board of directors be independent.

In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of

a listed company’s audit, compensation, and nominating committees be independent.

Audit Committee members must also satisfy the

independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes of Rule 10A-3,

a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the

board of directors, or any other board committee:

accept, directly or indirectly, any consulting, advisory, or other compensatory fee

from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any of its subsidiaries.

Board of Directors undertook a review of its composition, the composition of its committees and the independence of our directors and

considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment

in carrying out his or her responsibilities.

of Directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered

whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in

carrying out his or her responsibilities.

Based upon information requested from and provided by each non-employee director concerning

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independence standards.

Siebert 2023 Form-10K 72

Audit Committee of the Board of Directors

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Zabatta and Mr.

Cuttita is each an “independent director” within the meaning of Rule 5605 (a)(2) of the

Cuttita are each an “independent director” within the meaning of Rule 5605 (a)(2) of the

Nasdaq Stock Market and within the meaning of the applicable rules and regulations of the SEC.

The Audit Committee held 4

The Audit Committee held nine

meetings during 2024.

The Audit Committee held 6 meetings during 2022.

The Board of Directors has

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Schneider qualifies as an “audit committee financial expert” under the applicable rules of the SEC.

Schneider is a certified public accountant and has over 40 years of relevant accounting experience.

Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity of our

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The Board of Directors

has adopted a written charter for the Audit Committee, which is available on our website at www.siebert.com/company/investor-relations/shareholder-information .

has adopted a written charter for the Audit Committee, which is available on our website at www.siebert.com/investor-relation/shareholder-information .

Compensation Committee of the Board of Directors

The Compensation Committee

of our Board of Directors currently consists of Mr.

Compensation Committee of our Board of Directors currently consists of Mr.

Zabatta and Mr.

The Compensation Committee reviews and determines all forms

of compensation provided to our executive officers and directors.

The Compensation Committee will administer a stock option and other

employee benefit plans.

As a “controlled company” under Nasdaq rules, the Compensation Committee has not functioned pursuant

to a formal written charter.

As part of the Company’s transition to a non-controlled company, the Compensation Committee will act

pursuant to a written charter.

The Compensation Committee held no meetings during 2023 or 2022.

The Compensation Committee reviews

and determines all forms of compensation provided to our executive officers and directors.

The Compensation Committee administers an equity

compensation benefit plan.

The Board of Directors has adopted a written charter for the Compensation Committee, which is available on

our website at www.siebert.com/investor-relation/shareholder-information .

The Compensation Committee

will evaluate the performance of our executive officers in terms of our operating results and financial performance and will determine

their compensation in connection therewith.

held one meeting during 2024.

The Compensation Committee

evaluates the performance of our executive officers in terms of our operating results and financial performance and determines their compensation

in connection therewith.

In accordance with general

practice in the securities industry, our executive compensation includes base salaries, an annual discretionary cash bonus, and equity

incentives that are intended to align the financial interests of our executives with the returns to our shareholders.

practice in the securities industry, our executive compensation includes base salaries and an annual discretionary cash bonus that are

intended to align the financial interests of our executives with the returns to our shareholders.

As part of its oversight of

the Company’s executive compensation, the Compensation Committee will consider the impact of the Company’s executive compensation,

the Company’s executive compensation, the Compensation Committee considers the impact of the Company’s executive compensation,

and the incentives created by the compensation awards that it administers, on the Company’s risk profile.

In addition, the Compensation

Committee will review the Company’s compensation policies and procedures, including the incentives that they create and factors

that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.

Committee reviews the Company’s compensation policies and procedures, including the incentives that they create and factors that

may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.

Nominating Committee of the Board of Directors

The Nominating Committee of

the Board of Directors currently consists of Mr.

the Board of Directors will consist of Mr.

Zabatta and Mr.

The Nominating Committee has not functioned pursuant to a formal

written charter.

As part of the Company’s transition to a non-controlled company, the Nominating Committee will act pursuant to

a written charter.

The Nominating Committee did not meet in 2023 or 2022.

The purpose of the Nominating

Committee is to identify individuals qualified to become members of our Board of Directors and to recommend to the Board of Directors

or the shareholders that such individuals be selected for directorship.

In identifying and evaluating nominees for director, the Nominating

Committee considers each candidate’s experience, integrity, background and skills as well as other qualities that the candidate

may possess and factors that the candidate may be able to bring to the Board of Directors.

We do not have a formal policy with regard

to the consideration of diversity in identifying director nominees.

However, the Board of Directors believes that it is essential that

its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds

that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities

to the long-term interests of our shareholders.

The Nominating Committee will be responsible for identifying, reviewing

and evaluating individuals to serve as our directors, advising our Board of Directors with respect to its composition, procedures and

committees, evaluating incumbent directors, and assessing the performance of management.

The Board of Directors intends to adopt a written

charter for the Nominating Committee, which will be available on our website at www.siebert.com/investor-relation/shareholder-information.

The Nominating Committee did not meet in 2024.

The Nominating Committee will

consider shareholder nominees for election to our Board of Directors.

In evaluating such nominees, the Nominating Committee will use the

same selection criteria the Nominating Committee uses to evaluate other potential nominees.

Siebert 2023 Form-10K 73

Special Committee of the Board of Directors

In 2022, the Board of Directors

also established a special committee of the three independent directors to conduct a strategic review of the Company and assess strategic

transactions, including the transaction with Kakaopay.

Following the Kakaopay transaction resolution, the special committee was disbanded

on December 19, 2023.

evaluate nominees to our Board of Directors, which evaluation will apply to both new director candidates as well as incumbent directors,

in the context of the current composition of our Board of Directors, the operating requirements of the Company and the long-term interests

of shareholders.

In conducting this assessment, the Nominating Committee will consider the criteria for director qualifications set by

our Board of Directors, as well as diversity, age, skills, and such other factors as it deems appropriate to maintain a balance of knowledge,

experience, effectiveness and capability.

In the case of new director candidates, our Nominating Committee will also determine whether

the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable

SEC rules and regulations and the advice of counsel, if necessary.

addition, our Nominating Committee believes that a candidate for director should have certain minimum qualifications.

Our Nominating

Committee will generally consider such factors as:

● possessing relevant expertise upon which to be able to offer

advice and guidance to management, including public company board experience;

● having sufficient time to devote to our affairs;

● a reputation for personal integrity and ethics;

● demonstrated excellence in his or her field;

● the ability to work effectively with the other members of

our Board of Directors;

● having the ability to exercise sound business judgment;

commitment to rigorously represent the long-term interests of shareholders.

Notwithstanding the foregoing,

our Nominating Committee will reserve the right to modify these factors from time to time, taking into account the then current needs

of our Board of Directors in an effort to maintain a balance of knowledge, experience and capability.

Our Nominating Committee will

consider and evaluate any candidate who is properly recommended by shareholders, identified by members of our Board of Directors or our

executive officers, or, at the discretion of our Nominating Committee, an independent search firm.

The Nominating Committee will also

consider the requirements of our Amended and Restated Stockholders’ Agreement, which entitled Kakaopay to designate one director

and entitled the Gebbia Stockholders (as defined therein) to designate six directors (three of which must be independent), in each case

subject to certain conditions.

Stockholders may recommend director candidates for consideration by the Nominating Committee by writing

to our Corporate Secretary at Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139.

A recommendation must be accompanied

by a statement from the candidate that he or she would give favorable consideration to serving on our Board of Directors and should include

sufficient biographical and other information concerning the candidate and his or her qualifications to permit the committee to make an

informed decision as to whether further consideration of the candidate would be warranted.

Indemnification of Officers and Directors

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It is the policy of our Board

of Directors that all our directors are strongly encouraged to attend each annual shareholder meeting.

All directors attended the last

of Directors that all of our directors are strongly encouraged to attend each annual shareholder meeting.

Six directors attended the last

held annual meeting of shareholders of the Company.

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A copy of the Code of Ethics for Senior Financial Officers

is available on our website at www.siebert.com/company/investor-relations/shareholder-information.

is available on our website at www.siebert.com/investor-relation/shareholder-information.

Board Leadership Structure and Board of

On May 24, 2023, the Board

of Directors appointed John J.

Gebbia as Chairman of the Board and Chief Executive Officer.

The Board of Directors believes that all of

the directors will continue to participate in the full range of the Board of Director’s responsibilities with respect to its oversight

of the Company’s management.

The Board of Directors believes

that all of the directors will continue to participate in the full range of the Board of Director’s responsibilities with respect

to its oversight of the Company’s management.

The Board of Directors intends

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to review and assess any material risks facing the Company.

Siebert 2023 Form-10K 74

Compensation Committee

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relationships between or among any of our directors, executive officers and incoming directors or executive officers.

Insider Trading Policy;

Employee, Officer and

Director Hedging and 10b5-1 Plans

have adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities by its

directors, officers and employees, or by the Company itself, that we believe is reasonably designed to promote compliance with insider

trading laws, rules and regulations and the listing rules of Nasdaq.

The Company’s Insider Trading Policy is filed as Exhibit 19.1

to this Report.

insider trading policy strongly discourages our employees (including officers) or directors, or any of their designees, to purchase financial

instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions,

that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

June 2023, Gloria E.

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The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5–1(c).

Clawback Policy

have a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq

Under the policy, in the event of certain accounting restatements, we will be required to recover erroneously received incentive-based

compensation from our executive officers representing the excess of the amount actually received over the amount that would have been

received had the financial statements been correct in the first instance.

The Compensation Committee has discretion to make certain exceptions

to the clawback requirements (when permitted by Nasdaq rules) and ultimately determine whether any adjustment will be made.

Compliance with Section 16(a) of the Exchange

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Based upon a review of Section

16(a) forms furnished to the Company, except as disclosed below, the Company believes that all applicable Section 16(a) filing requirements

were met during the year ended December 31, 2023, except as set forth below:

16(a) forms furnished to the Company, the Company believes that all applicable Section 16(a) filing requirements were met during the year

ended December 31, 2024, except as set forth below:

Delinquent Section 16(a) Reports

On June 28, 2023, Richard

On March 5, 2025, John M.

Gebbia, a member of a group that beneficially owns over 10% of the Company’s outstanding shares of common stock, reported on Form

4 certain acquisitions and dispositions of shares.

Gebbia’s Form 4 was filed two days late due to an inadvertent mistake.

On June 16, 2023, Hocheol

Simon Shin, our director, filed a Form 3 in connection with his appointment to the Board of Directors on May 24, 2023.

Form 3 was filed eleven days late due to an inadvertent mistake.

4 the disposition of 1,000 shares.

Gebbia’s Form 4 was filed late due to an inadvertent mistake.

Advisors to the Company

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Gebbia was associated with StockCross, most recently as a Director and its Executive Vice President.

Gebbia has been

in the brokerage industry since 1993.

Richard Gebbia has been in

the brokerage industry since 1993.

From 2007 to 2020, Mr.

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the CEO and a Director of StockCross.

Gebbia has been in

the brokerage industry since 1993.

David Gebbia has been in the

brokerage industry since 1993.

Gebbia is currently the President of the Company’s insurance subsidiary, PW.

Siebert 2023 Form-10K 75

EXECUTIVE COMPENSATION

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, 2023 and 2022.

the annual compensation paid to or earned by our current named executive officers during the years ended December 31, 2024 and 2023, respectively.

Name and Principal Position

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(1) Represents the dollar amount recognized for consolidated

financial statement reporting in accordance with ASC Topic 718.

Gebbia was named to the position of Chief Executive Officer

effective May 24, 2023.

financial statement reporting in accordance with Topic 718.

Gebbia was named to the position of Chief Executive Officer effective

May 24, 2023.

(2) Represents the dollar amount recognized for consolidated

financial statement reporting in accordance with ASC Topic 718.

Reich was named to the positions of Executive Vice President,

Chief Operating Officer and Chief Financial Officer effective December 16, 2016.

financial statement reporting in accordance with Topic 718.

Reich was named to the positions of Executive Vice President, Chief

Operating Officer and Chief Financial Officer effective December 16, 2016.

(3) “All other compensation” for Mr.

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Financial Corp.

2021 Equity Incentive Plan (the “2021 Plan”) is to (a) enable the Company to attract and retain the types

of employees, directors and other service providers who will contribute to the Company’s long term success;

(b) provide incentives

that align the interests of the participants with those of the shareholders of the Company;

and (c) promote the success of the Company’s

2021 Equity Incentive Plan (the “Plan”) is to (a) enable the Company to attract and retain the types of employees,

directors and other service providers who will contribute to the Company’s long term success;

(b) provide incentives that align

the interests of the participants with those of the shareholders of the Company;

and (c) promote the success of the Company’s business.

One or more committees (each,

a “Committee”) appointed by the Board of Directors (or its Compensation Committee) will administer the Plan.

Board of Directors provides otherwise, the Compensation Committee will be the Committee.

Unless the Board

of Directors provides otherwise, the Compensation Committee will be the Committee.

The Board of Directors may also at any time terminate

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Subject to the terms of the

2021 Plan, the Committee has the sole discretion to select the employees, directors and other service providers who will receive awards,

determine the terms and conditions of awards and interpret the provisions of the 2021 Plan and outstanding awards.

The Committee may delegate

any part of its authority and powers under the 2021 Plan to one or more directors or executive officers of the Company;

provided, however,

that the Committee may not delegate its authority and powers with respect to awards granted to our executive officers and directors.

The 2021 Plan permits the

grant of the following types of incentive awards:

(1) stock options (which can be either “incentive stock options,” as defined

in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified stock options);

Plan, the Committee has the sole discretion to select the employees, directors and other service providers who will receive awards, determine

the terms and conditions of awards and interpret the provisions of the Plan and outstanding awards.

The Committee may delegate any part

of its authority and powers under the Plan to one or more directors or executive officers of the Company;

provided, however, that the

Committee may not delegate its authority and powers with respect to awards granted to our executive officers and directors.

The Plan permits the grant

of the following types of incentive awards:

(1) stock options (which can be either “incentive stock options,” as defined in

Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified stock options);

(2) stock appreciation

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and (7) cash awards.

The vesting of equity awards can be based on “continuous service” (as defined in the 2021 Plan),

achievement of one or more performance criteria, or a combination of continuous service and achievement of performance criteria.

The vesting of equity awards can be based on “continuous service” (as defined in the Plan), achievement

of one or more performance criteria, or a combination of continuous service and achievement of performance criteria.

The Plan has key features

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● Prohibition against granting discounted options or SARs;

● Requiring shareholder approval before repricing underwater options or SARs;

● Prohibition against dividends or dividend equivalents on unearned restricted stock, restricted stock units,

performance shares or units;

● No authority to allow dividend equivalents for options or SARs.

Siebert 2023 Form-10K 76

● Requiring shareholder approval before repricing underwater

options or SARs;

● Prohibition against dividends or dividend equivalents on unearned

restricted stock, restricted stock units, performance shares or units;

● No authority to allow dividend equivalents for options or

Outstanding Equity Awards as of December 31,

2023 and 2022

As of December 31, 2024, 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.

Company had no outstanding equity awards to named executive officers.

Option Agreements

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All of our named executive officers are employees at will.

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.

Reich – Former PEO

Value of Initial Fixed $100

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)

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.

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, 2024 and 2023.

(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:

Adjustments (b)

Paid to John J.

for Andrew H.

Adjustments (b)

Actually Paid

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.

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:

for Andrew H.

Adjustments (b)

Actually Paid

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.

The dollar amounts reported represent the amount of net income/ (loss) reflected in our consolidated audited financial statements for the applicable years.

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

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

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Charles Zabatta

The table below discloses

the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of our directors during the year

ended December 31, 2022 which is payable quarterly, plus reimbursements for reasonable travel expenses and out-of-pocket costs incurred

on behalf of the Company.

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Charles Zabatta

Cynthia DiBartolo (2)

(1) Represents compensation paid to Ms.

Gebbia for services rendered

to the Company as a consultant.

DiBartolo resigned from our Board of Directors effective

October 18, 2022.

Siebert 2023 Form-10K 77

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

1 unchanged sentence

The following table lists

share ownership of our common stock as of May 1, 2024.

share ownership of our common stock as of March 5, 2025.

The information includes beneficial ownership by each of our directors and the

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to us by these shareholders.

Percentage of ownership is based on 39,830,936 shares of common stock outstanding as of May 1, 2024.

Percentage of ownership is based on 40,432,936 shares of common stock outstanding as of March 5, 2025.

Name and Address of Beneficial Owner (1)

Shares of Common Stock

Percent of Class (Rounded)

Named Executive Officers and Directors

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New York, NY 10282

* Less than 1% of outstanding shares as of May 1, 2024.

(1) Unless otherwise indicated, the business address of each individual

is c/o Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139.

* Less than 1% of outstanding shares as of March 5, 2025.

(1) Unless otherwise indicated, the business address of each

individual is c/o Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139.

(2) Gloria E.

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Gebbia are husband and wife.

10,076,714 shares of our common stock owned by Gloria E.

Gebbia, 3,314,400 shares owned by Kimberly Gebbia, Richard Gebbia, and the children

of Richard and Kimberly Gebbia, 2,097,891 shares owned by John M.

Includes 9,715,714 shares of our common stock owned by Gloria E.

Gebbia, 3,439,400 shares owned by Kimberly Gebbia, Richard Gebbia, and

the children of Richard and Kimberly Gebbia, 2,214,891 shares owned by John M.

Gebbia and the children of John M.

Gebbia, and 1,471,318 shares owned

Gebbia, and 1,589,318

shares owned by David J.

Gebbia and the children of David J.

(3) Includes 490,439 shares owned by Charles Zabatta’s wife.

(4) Includes 463,535 shares owned by the husband of Kimberly Gebbia,

Gebbia, and 261,273 shares owned by the children of Richard and Kimberly Gebbia.

(3) Includes 450,439 shares owned by Charles Zabatta’s

(4) Includes 588,535 shares owned by the husband of Kimberly

Gebbia, Richard Gebbia, and 261,273 shares owned by the children of Richard and Kimberly Gebbia.

(5) Includes 190,000 shares owned by the children of John M.

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The Group Agreement is attached to the amended Schedule 13D, filed on January 13, 2022, as Exhibit 99.1.

Siebert 2023 Form-10K 78

(7) Hocheol Shin was designated by Kakaopay as a director-nominee

2 unchanged sentences

Gebbia (in his individual capacity and as representative of the Gebbia Stockholders).

The Stockholders’ Agreement is attached to the Company’s Current Report on Form 8-K, filed on December 20, 2023, as Exhibit

(8) Includes 28,000 shares owned by the children of Andrew H.

5 unchanged sentences

The below table presents

information related to equity compensation as of December 31, 2023.

information related to our equity compensation plan under which our securities are authorized for issuance as of December 31, 2024.

Plan Category

securities to be

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plans (excluding

Plan Category

Equity compensation plans approved by security holders

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Our Code of Ethics does not specify the standards that the Audit Committee would apply to a request for a waiver of this policy.

Related Party Transactions

Refer to Note 24 – Related

Party Disclosures for further detail on our related party transactions.

See “Corporate Governance” under Item 10 in this Report

for information on director independence.

Siebert 2023 Form-10K 79

Director Independence

See “Corporate Governance”

under Item 10 in this Report for information on director independence.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Baker Tilly US, LLP (“Baker

Tilly”) currently serves as our independent registered public accounting firm.

Since the second quarter of

2024, Crowe LLP (“Crowe”) has served as our independent registered public accounting firm.

Prior to the second quarter of

2024, Baker Tilly US, LLP (“Baker Tilly”) served as our independent registered public accounting firm.

Audit and Tax Fees

Our Audit Committee has determined

that the services described below that were rendered by Baker Tilly are compatible with the maintenance of Baker Tilly’s independence

from our management.

that the services described below that were rendered by Crowe and Baker Tilly are compatible with the maintenance of Crowe and Baker Tilly’s

independence from our management.

The aggregate fees billed

by Baker Tilly for professional services rendered for the 2023 and 2022 audit of our annual consolidated

by Crowe for professional services rendered for the 2024 audit of our annual consolidated

financial statements and reviews of our quarterly consolidated financial statements were

$407,000 and $296,000, respectively.

The aggregate fees billed by Baker Tilly for professional services rendered for the 2024 reviews of our quarterly consolidated

financial statements were $67,000.

The aggregate fees billed by Baker Tilly for professional services rendered for the 2023 audit of our

annual consolidated financial statements and reviews of our quarterly consolidated

financial statements were $407,000.

Audit-Related Fees

We had no fees billed by Baker

Tilly for assurance and related services reasonably related to the performance of the audit or review of consolidated

financial statements for the years ended December 31, 2023 and 2022.

We had no fees billed by Crowe

for assurance and related services reasonably related to the performance of the audit or review of consolidated

financial statements for the years ended December 31, 2024.

We had no fees billed by Baker Tilly for assurance and related services reasonably

related to the performance of the audit or review of consolidated financial statements for

the years ended December 31, 2024 and 2023.

We had no tax fees billed

by Baker Tilly for tax compliance, tax advice, and tax planning for the years ended December 31, 2023 and 2022.

by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2024.

We had no tax fees billed by Baker Tilly

for tax compliance, tax advice, and tax planning for the years ended December 31, 2024 and 2023.

All Other Fees

We had no other fees billed

by Baker Tilly for tax compliance, tax advice, and tax planning for the years ended December 31, 2023 and 2022.

by Crowe for tax compliance, tax advice, and tax planning for the years ended December 31, 2024.

We had no other fees billed by Baker

Tilly for tax compliance, tax advice, and tax planning for the years ended December 31, 2024 and 2023.

Pre-Approval Policy

25 unchanged sentences

Charles Zabatta

Siebert 2023 Form-10K 80

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The exhibits required by Item 601 of Regulation

3 unchanged sentences

The consolidated financial statements for the years

ended December 31, 2023 and 2022 commence on page 30 of this Annual Report on Form 10-K.

ended December 31, 2024 and 2023 commence on page 31 of this Report.

Consolidated Financial Statement Schedules

The exhibits listed in the following Exhibit Index

are filed or incorporated by reference as part of this Annual Report on Form 10-K.

are filed or incorporated by reference as part of this Report.

EXHIBIT INDEX

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dated May 5, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010).

Promissory Note, dated as of December 2, 2019, made by Siebert Financial Corp.

in favor of Gloria E.

(incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on December 4, 2019).

Common Stock Purchase Agreement, dated as of January 31, 2021, between Siebert Financial Corp.

10 unchanged sentences

(incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).

Siebert 2023 Form-10K 81

Purchase Agreement dated as of December 30, 2021, for 653 Collins Ave, Miami Beach, FL, between Siebert Financial Corp.

2 unchanged sentences

(incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed on January 5, 2022).

Debt Exchange Agreement between Siebert Financial Corp.

and Gloria E.

Gebbia, dated March 31, 2022 (incorporated by reference to Exhibit 10.24 to the Company’s Current Report on Form 8-K filed on April 6, 2022).

Capital on DemandTM Sales Agreement, dated May 27, 2022, by and between Siebert Financial Corp.

6 unchanged sentences

Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.43 to the Company’s Current Report on Form 8-K dated January 24, 2024).

East West Loan and Security Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.44 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on August 20, 2024).

East West Revolver Note Agreement, dated July 29, 2024 (incorporated by reference to Exhibit 10.45 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on August 20, 2024).

Continuing Guaranty, dated July 29, 2024 (incorporated by reference to Exhibit 10.46 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on August 20, 2024).

Credit Agreement, dated November 22, 2024 (incorporated by reference to Exhibit 10.47 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on December 19, 2024).

BMO Bank Revolver Note Agreement, dated November 22, 2024 (incorporated by reference to Exhibit 10.48 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on December 19, 2024).

Parent Guaranty, dated November 22, 2024 (incorporated by reference to Exhibit 10.49 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on December 19, 2024).

Letter from Baker Tilly US, LLP to the Securities and Exchange Commission, dated May 16, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K (File No.

000-05703) filed on May 16, 2024).

Insider Trading Policy

Subsidiaries of the registrant

Consent of Crowe LLP

Consent of Baker Tilly US, LLP

5 unchanged sentences

Section 1350, as adopted pursuant of Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No.

000-05703) filed on May 10, 2024).

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

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** Filed herewith

# This certification is

deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject

to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,

as amended, or the Exchange Act.

# This certification is deemed not filed for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor

shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

FORM 10-K SUMMARY

Siebert 2023 Form-10K 82

Pursuant to the requirements of Section 13 or 15(d)

4 unchanged sentences

(Principal executive officer)

March 28, 2025

/s/ Andrew H.

Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director

(Principal financial and accounting officer)

Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)

March 28, 2025

Pursuant to the requirements of the Securities

1 unchanged sentence

on the dates indicated.

Chief Executive Officer and Chairman

(Principal executive officer)

Chief Executive Officer and Chairman (Principal executive

March 28, 2025

/s/ Andrew H.

Executive Vice President, Chief Operating

Officer and Chief Financial

Officer, Secretary and Director

(Principal financial and accounting officer)

Executive Vice President, Chief Operating Officer and Chief

March 28, 2025

Financial Officer, Secretary and Director (Principal financial and accounting officer)

/s/ Gloria E.

March 28, 2025

/s/ Charles Zabatta

March 28, 2025

Charles Zabatta

/s/ Francis V.

March 28, 2025

/s/ Hocheol Shin

Siebert 2022 Form-10K 83

March 28, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures