What changed in this filing

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Item 9A. Controls and Procedures

2024-05-10 compared with 2023-03-29 · 680 added, 276 removed, 142 unchanged (87% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Executive Vice President/Chief 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) or Rule 15d-15(e) of the Exchange Act.

Based on that evaluation, our management, including the Executive Vice President/Chief Financial Officer, concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and to ensure that information required to be disclosed is accumulated and communicated to our management, including our Executive Vice President/Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on its evaluation, our management, including 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 effective.

Changes in Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) was identified during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Controls and Procedures

We carried out an evaluation,

under the supervision and with the participation of management, including our Chief Executive Officer and our Executive Vice President/Chief

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.

Our disclosure controls and

procedures are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the

SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to our management, including our principal executive officer and principal financial officer,

as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures,

management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not

absolute assurance of achieving the desired control objectives.

In reaching a reasonable level of assurance, management necessarily was

required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

In addition, the design

of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions;

over time, control may become inadequate

because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations

in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Exchange Act Rule 13a-15(f)).

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;

provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management does not expect that the Company’s disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud.

To evaluate the effectiveness of our internal control over financial reporting, we use the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 COSO Framework”).

Using the 2013 COSO Framework, our management, including our Executive Vice President/Chief Financial Officer, evaluated our internal control over financial reporting and concluded that our internal controls over financial reporting were effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, with the participation

of our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate internal

control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness

of our internal control over financial reporting as of December 31, 2023, based on criteria set forth by the Committee of Sponsoring Organizations

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.

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.

OTHER INFORMATION

None of the Company’s

directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading

arrangement during the three months ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Siebert 2023 Form-10K 69

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Identification of Directors

The names of our Directors and their ages, positions, and biographies are set forth below.

Gebbia is the managing manager of KCA.

The names of our Directors

and their ages, positions, and biographies are set forth below.

Gebbia has served

as a member of our Board of Directors since December 16, 2016.

Gebbia is the managing

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 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.

From February 2017 to May 2020, John J.

Gebbia brings valuable

experience to our Board of Directors from her roles at StockCross and in KCA.

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

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.

Zabatta served as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development.

Zabatta has and continues to have a distinguished and successful career, predominately in the financial services industry, including holding various positions with the New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co.

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.

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.

Zabatta has served

as a member of our Board of Directors since December 16, 2016.

Zabatta served

as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development.

Zabatta has and continues to have

a distinguished and successful career, predominately in the financial services industry, including holding various positions with the

New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co.

and TD Waterhouse.

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Previously, Mr.

Zabatta has served as a member of the board of Knight Capital and Kennedy Cabot & Co.

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.

Zabatta serves on the board of Paraco Gas Corporation, a large

privately held independent energy company in the Northeast.

Zabatta holds a B.A.

in Industrial Psychology from Iona College.

Cuttita is a Senior Partner of Cuttita, LLP, a New York based law firm.

Cuttita has over 26 years of practicing law in the areas of real estate and business transactions, media, sports and entertainment.

Cuttita’s list of clients include Fortune 100 corporations, CEOs, hedge fund managers, legendary professional athletes, entertainment icons and Grammy award winning musicians.

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.

We believe Mr.

extensive experience in the financial services industry, vast industry network, as well as his Board of Director expertise qualifies him

to serve on our Board.

Siebert 2023 Form-10K 70

Cuttita has served

as a member of our Board of Directors since December 16, 2016.

Cuttita is a Senior

Partner of Cuttita, LLP, a New York based law firm.

Cuttita has over 27 years of practicing law in the areas of real estate and business

transactions, media, sports and entertainment.

Cuttita’s list of clients include Fortune 100 corporations, CEOs, hedge fund

managers, legendary professional athletes, entertainment icons and Grammy award winning musicians.

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.

Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of Law.

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

We believe Mr.

legal experience qualifies him to serve on our Board.

Reich has served

on our Board of Directors since December 16, 2016.

Reich has served

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

Prior thereto, Andrew H.

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

Additionally, Mr.

Reich is the owner of Aarianna Realty Inc., a real estate company.

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.

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.

from the Bernard Baruch College.

Siebert 2022 Form-10K 74

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.

Schneider, CPA

Schneider has served

as a member of our Board of Directors and Chairman of the Audit Committee since December 29, 2016.

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

Schneider is licensed to practice public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants and the Florida Institute of Certified Public Accountants.

Schneider was the Managing Partner of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that firm’s growth and development until it merged with Marks Paneth LLP in 2008.

Schneider is licensed to practice

public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State

Society of Certified Public Accountants and the Florida Institute of Certified Public Accountants.

Schneider was the Managing Partner

of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that firm’s

growth and development until it merged with Marks Paneth LLP in 2008.

From January 2011 to December 31, 2017, Mr.

Schneider was a Partner Emeritus and Senior Consultant at Marks Paneth LLP.

Schneider is also a member of the Board of Directors of Prometheum, Inc., a company that is authorized by FINRA to run an AST for the general public for digital asset securities.

Schneider was appointed to the Board of Directors and the Audit Committee of Fiduciary Trust International South (a subsidiary of Fiduciary Trust International, which is owned by Franklin Templeton).

Schneider was a Partner

Emeritus and Senior Consultant at Marks Paneth LLP.

Schneider is also a member of the Board of Directors of Prometheum, Inc., a company

that is authorized by FINRA to run an AST for the general public for digital asset securities.

Schneider was appointed to

the Board of Directors and the Audit Committee of Fiduciary Trust International South (a subsidiary of Fiduciary Trust International,

which is owned by Franklin Templeton).

In December 2019, Mr.

Schneider was elected to be the chairman of the Audit Committee and was appointed to the Board of Directors of the Trust Committee of Fiduciary Trust International South.

Schneider’s practice was concentrated in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality industry, private educational institutions and estate planning.

Schneider was elected to be the chairman of the Audit Committee and was appointed

to the Board of Directors of the Trust Committee of Fiduciary Trust International South.

Schneider’s practice was concentrated

in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality industry,

private educational institutions and estate planning.

Schneider’s significant accounting experience qualifies him to serve on our Board.

Hocheol Shin has served on

our Board of Directors since May 24, 2023.

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.

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.

Siebert 2023 Form-10K 71

Identification of Executive Officers

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

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

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.

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

Gebbia commenced his employment in the brokerage industry in 1959.

Gebbia became Executive Vice President of Walston & Company.

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

Gebbia purchased the company in 1983.

Thereafter, Mr.

Gebbia owned and/or controlled various brokerage firms including Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160,000,000.

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.

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

Additionally, Mr.

Reich is the owner of Aarianna Realty Inc., a real estate company.

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.

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Board Meetings

The Board of Directors held

17 special meetings during 2023.

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.

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

Controlled Company

We are a “Controlled Company” as defined in Rule 5615(c)(1) of the Nasdaq Stock Market because Gloria E.

Gebbia and her family members hold more than 50% of our voting power for the election of directors.

As a Controlled Company, we are not required to have a majority of our Board of Directors comprised of independent directors, a compensation committee comprised solely of independent directors, or a nominating committee comprised solely of independent directors.

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.

Director Independence

Our common stock is listed

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;

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.

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

his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that none of

our directors have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of

a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq and Rule 10A-3

and Rule 10C-1 under the Exchange Act, except for Mrs.

Gebbia and Mr.

Reich, whom are not independent under Nasdaq’s

independence standards.

Siebert 2023 Form-10K 72

Audit Committee of the Board of Directors

The Audit Committee of our Board of Directors currently consists of Mr.

The Audit Committee of our

Board of Directors currently consists of Mr.

Schneider, Chairman, Mr.

Zabatta and Mr.

The Board of Directors has determined that Mr.

The Board of Directors has determined that

Schneider, Mr.

Zabatta and Mr.

Cuttita is 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.

Cuttita is 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

meetings during 2023.

The Audit Committee held 6 meetings during 2022.

The Board of Directors has determined that Mr.

The Board of Directors has

determined that Mr.

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

The Audit Committee was established to (i) assist the Board of Directors in its oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and regulatory requirements and our auditor’s qualifications and independence, (ii) prepare the report of the Audit Committee contained herein, (iii) retain, consider the continued retention and termination of our independent auditors, (iv) approve audit and non-audit services performed by our independent auditors and (v) perform any other functions from time to time delegated by the Board of Directors.

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.

Siebert 2022 Form-10K 76

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

consolidated financial statements, our compliance with legal and regulatory requirements

and our auditor’s qualifications and independence, (ii) prepare the report of the Audit Committee contained herein, (iii) retain,

consider the continued retention and termination of our independent auditors, (iv) approve audit and non-audit services performed by our

independent auditors and (v) perform any other functions from time to time delegated by the Board of Directors.

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 .

Compensation Committee of the Board of Directors

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

The 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 .

The Compensation Committee does not function pursuant to a formal written charter, and as a Controlled Company, we are not required to comply with the Nasdaq Stock Market’s independence requirements.

The Compensation Committee held no meetings during 2022.

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.

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.

As part of its oversight of the Company’s executive compensation, the Compensation Committee will consider 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.

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

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.

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.

As part of its oversight of

the Company’s executive compensation, the Compensation Committee will consider 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.

Nominating Committee of the Board of Directors

The Nominating Committee of the Board of Directors currently consists of Mr.

The Nominating Committee of

the Board of Directors currently consists of Mr.

Zabatta and Mr.

The Nominating Committee does not function pursuant to a formal written charter, and as a Controlled Company, we are not required to comply with the Nasdaq Stock Market’s independence requirements.

The Nominating Committee did not meet in 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 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.

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

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.

Indemnification of Officers and Directors

We are parties to indemnification agreements with our executive officers and directors and indemnify them to the extent permitted by applicable law against liabilities incurred as a result of their service to us and against liabilities incurred as a result of their service as directors of other corporations when serving at our request.

We have a director’s and officer’s liability insurance policy, underwritten by the American International Group, Inc.

We indemnify our executive

officers and directors to the extent permitted by applicable law against liabilities incurred as a result of their service to us and against

liabilities incurred as a result of their service as directors of other corporations when serving at our request.

We have a director’s

and officer’s liability insurance policy, underwritten by American International Group, Inc.

As to reimbursements by the insurer

of our indemnification expenses, the policy has a $250,000 deductible;

there is no deductible for covered liabilities of individual directors

and officers.

Annual Shareholders Meeting Attendance Policy

It is the policy of our Board of Directors that all our directors are strongly encouraged to attend each annual shareholder meeting.

All of our directors attended the 2022 annual meeting of shareholders.

Siebert 2022 Form-10K 77

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

held annual meeting of shareholders of the Company.

Code of Ethics

We have adopted a Code of Ethics for Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, Principal Accounting Officer, and any of our other employees performing similar functions.

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.

Board Leadership Structure and Board of Directors

Our Board of Directors does not have a chairman nor a lead independent director.

The Company believes this structure allows all of the directors 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 has determined that this leadership structure is appropriate given the size of the Company, the number of directors overseeing the Company, and the Board of Directors’ oversight responsibilities.

The Board of Directors intends to hold at least four regular meetings each year to consider and address matters involving the Company.

The Board of Directors also may hold special meetings to address matters arising between regular meetings.

We have adopted a Code of

Ethics for Senior Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, Principal

Accounting Officer, and any of our other employees performing similar functions.

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.

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 intends

to hold at least four regular meetings each year to consider and address matters involving the Company.

The Board of Directors also may

hold special meetings to address matters arising between regular meetings.

These meetings may take place in person or by telephone.

The independent directors also regularly meet in executive sessions outside the presence of management.

The Board of Directors has access to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled Board meetings.

As discussed above, the Board has established an Audit Committee, a Compensation Committee and a Nominating Committee to assist the Board in performing its oversight responsibilities.

independent directors also regularly meet in executive sessions outside the presence of management.

The Board of Directors has access

to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled Board meetings.

above, the Board has established an Audit Committee, a Compensation Committee and a Nominating Committee to assist the Board in performing

its oversight responsibilities.

Board of Directors’ Role in Risk Oversight

Consistent with its responsibility for oversight of the Company, the Board of Directors, among other things, oversees risk management of the Company’s business affairs directly and through the committee structure that it has established.

The principal risks associated with the Company are risks related to securities market volatility and the securities industry, lower price levels in the securities markets, intense competition in the brokerage industry, extensive government regulation, net capital requirements, customers’ failure to pay, an increase in volume on our systems or other events which could cause them to malfunction, reliance on information processing and communications systems, continuing changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal shareholder to control many key decisions, and there may be a limited public market for our common stock, among other risks and uncertainties detailed in under Part I, Item 1A - Risk Factors of this Form 10-K as well as in our filings with the SEC.

The Board of Directors’ role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks.

The full Board of Directors (or the appropriate committee) receives these reports from management to identify and discuss such risks.

The Board of Directors periodically reviews with management its strategies, techniques, policies and procedures designed to manage these risks.

Under the overall supervision of the Board of Directors, management has implemented a variety of processes, procedures and controls to address these risks.

The Board of Directors requires management to report to the full Board of Directors on a variety of matters at regular meetings of the Board of Directors and on an as-needed basis, including the performance and operations of the Company and other matters relating to risk management.

The Audit Committee also receives reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters.

These reviews are conducted in conjunction with the Board of Directors’ risk oversight function and enable the Board of Directors to review and assess any material risks facing the Company.

Reich, Gloria E.

Gebbia, Charles Zabatta, Francis V.

Cuttita, and certain employees of Siebert entered into 10b5-1 plans in September 2021 and the plans expired in November 2022.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC.

These executive officers, directors and shareholders are required by the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

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, 2022.

Consistent with its responsibility

for oversight of the Company, the Board of Directors, among other things, oversees risk management of the Company’s business affairs

directly and through the committee structure that it has established.

The principal risks associated with the Company are risks related

to securities market volatility and the securities industry, lower price levels in the securities markets, intense competition in the

brokerage industry, extensive government regulation, net capital requirements, customers’ failure to pay, an increase in volume

on our systems or other events which could cause them to malfunction, reliance on information processing and communications systems, continuing

changes in technology, dependence on the ability to attract and retain key personnel, the ability of our principal shareholder to control

many key decisions, and there may be a limited public market for our common stock, among other risks and uncertainties detailed in under

Part I, Item 1A - Risk Factors of this Report as well as in our filings with the SEC.

The Board of Directors’

role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company,

including operational, financial, legal, regulatory, strategic and reputational risks.

The full Board of Directors (or the appropriate

committee) receives these reports from management to identify and discuss such risks.

The Board of Directors periodically

reviews with management its strategies, techniques, policies and procedures designed to manage these risks.

Under the overall supervision

of the Board of Directors, management has implemented a variety of processes, procedures and controls to address these risks.

The Board of Directors requires

management to report to the full Board of Directors on a variety of matters at regular meetings of the Board of Directors and on an as-needed

basis, including the performance and operations of the Company and other matters relating to risk management.

The Audit Committee also

receives reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters.

These reviews are conducted in conjunction with the Board of Directors’ risk oversight function and enable the Board of Directors

to review and assess any material risks facing the Company.

Siebert 2023 Form-10K 74

Compensation Committee

Interlocks and Insider Participation

member of the Compensation Committee during 2023 had a relationship that requires disclosure as a Compensation Committee interlock.

Family Relationships

Gebbia, our director,

is the spouse of Mr.

Gebbia, our Chief Executive Officer and Chairman of the Board of Directors.

Except as disclosed, there are no family

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

June 2023, Gloria E.

Gebbia, Charles A.

Zabatta, Francis V.

Cuttita, and Andrew H.

Reich of the Company adopted Rule 10b5-1 trading arrangements

for the potential sale of up to 920,000 shares of our common stock, in the aggregate, subject to certain conditions.

The expiration date

of these 10b5-1 trading arrangements is May 16, 2025.

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

Compliance with Section 16(a) of the Exchange

Section 16(a) of the Exchange

Act requires our executive officers and directors and persons who beneficially own more than 10% of our common stock to file initial reports

of ownership and reports of changes in ownership with the SEC.

These executive officers, directors and shareholders are required by the

SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

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:

Delinquent Section 16(a) Reports

On November 30, 2022, Ms.

DiBartolo reported on Form 3 her resignation from the Company’s Board of Directors.

DiBartolo did not file an initial Form 3 when she became a director of the Company in November 2021.

On December 14, 2022, Richard Gebbia reported a family gift on Form 4 one day after the two-day reporting period.

On June 28, 2023, Richard

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.

Advisors to the Company

Senior Advisors

Gebbia and Richard Gebbia, sons of Gloria E.

Gebbia, are Co-CEO’s of MSCO and serve as Registered Principals and associated persons of MSCO.

Gebbia and Richard

Gebbia, sons of Gloria E.

Gebbia and John J.

Gebbia, are Co-CEO’s of MSCO and serve as Registered Principals and associated persons

Before the close of the acquisition of StockCross, they were also serving as executive officers and directors of StockCross.

Both Richard Gebbia and John M.

Gebbia have extensive experience in the securities industry and work with MSCO and senior management of the Company to identify cost saving opportunities and improvements to the Company’s business.

Gebbia has been in the brokerage industry in various capacities since 1990.

Gebbia was the President and CEO of Kennedy Cabot & Co., from 1992 to 1997 when it was acquired by Toronto Dominion Bank.

Gebbia have extensive experience in the securities industry and work with MSCO and senior management of

the Company to identify cost saving opportunities and improvements to the Company’s business.

Gebbia has been in

the brokerage industry in various capacities since 1990.

Gebbia was the President and CEO of Kennedy Cabot & Co., from 1992 to

1997 when it was acquired by Toronto Dominion Bank.

Thereafter he was active with various Gebbia family businesses.

From 2007 to 2020, Mr.

From 2007 to 2020,

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

Gebbia has been in the brokerage industry since 1993.

Gebbia has been

in the brokerage industry since 1993.

From 2007 to 2020, Mr.

Gebbia was associated with StockCross in various capacities.

Gebbia was the CEO and a Director of StockCross.

Gebbia has been in the brokerage industry since 1993.

the CEO and a Director of StockCross.

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 Executive Vice President, Chief Operating Officer and Chief Financial Officer (the “Named Executive Officer”) during the years ended December 31, 2022 and 2021.

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.

Name and Principal Position

Stock Awards ($)

Option Awards ($)

1 unchanged sentence

Non-Qualified Deferred Compensation Earnings ($)

Other Compensation

* Represents the dollar amount recognized for financial statement reporting in accordance with ASC 718.

Reich was named to the positions of Executive Vice President, Chief Operating Officer and Chief Financial Officer effective December 16, 2016.

All Other Compensation ($) (3)

Chief Executive Officer, Director and Chairman

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

(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.

(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.

(3) “All other compensation” for Mr.

Gebbia and Mr.

Reich is other compensation for services as a member of our Board of Directors for the years ended December 31, 2023 and 2022, respectively.

2021 Equity Incentive Plan

The purpose of the Siebert

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

One or more committees (each,

a “Committee”) appointed by the Board of Directors (or its Compensation Committee) will administer the 2021 Plan.

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

The Board of Directors may also at any time terminate

the functions of the Committee and reassume all powers and authority previously delegated to the Committee.

Except as otherwise determined

by the Board of Directors, the Committee shall consist solely of two or more directors who qualify as “non-employee directors”

under Rule 16b-3 of the Exchange Act.

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);

(2) stock appreciation

rights (“SARs”);

(3) restricted stock;

(4) restricted stock units;

(5) performance shares or units;

(6) other equity-based

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 2021 Plan has key features

which reflect a broad range of compensation and commonly viewed governance best practices, including the following provisions:

● 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

Outstanding Equity Awards as of December 31,

As of December 31, 2022, the Company had 296,000 shares of common stock outstanding and fully vested as part of equity compensation.

2023 and 2022

As of December 31, 2023, the

Company had no outstanding equity awards.

As of December 31, 2022, the Company had 296,000 shares of common stock outstanding and fully

vested as part of equity compensation.

As of December 31, 2023 and 2022, there were no unexercised options nor shares of stock that have

not vested under any equity incentive plan.

Option Agreements

As of December 31, 2023 and

2022, we had no option agreements with our named executive officers.

Employment Agreements

We are not a party to an employment agreement with any Named Executive Officer.

We are not a party to an employment

agreement with any named executive officer.

All of our named executive officers are employees at will.

Option Agreements

As of December 31, 2022, we had no option agreements with our Named Executive Officers.

Compensation of Directors

The following table discloses the cash, equity awards, and other compensation earned, paid, or awarded, as the case may be, to each of the Company’s directors during the year ended December 31, 2022.

Siebert 2022 Form-10K 79

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 directors during the year

ended December 31, 2023 which is payable quarterly, plus reimbursements for reasonable travel expenses and out-of-pocket costs incurred

on behalf of the Company.

Gebbia and Mr.

received a total of $120,000 for their service as a member of our Board of Directors during the year ended December 31, 2023.

Reich’s total compensation for service as an employee and as a member of our Board of Directors is presented under the heading

“Summary Compensation Table” above.

Fees Earned or Paid in Cash

4 unchanged sentences

Charles Zabatta

Cynthia DiBartolo

Audit Committee Report to Shareholders

The Audit Committee has reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2022.

The Audit Committee has also discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standards No.

16, adopted by the PCAOB (United States) regarding, “Communications with Audit Committees,” including our critical accounting policies and our interests, if any, in “off-balance sheet” entities.

Additionally, the Audit Committee has received the written disclosures and representations from the independent registered public accounting firm required by applicable requirements of the PCAOB (United States) regarding “Communication with Audit Committees Concerning Independence.”

Based on the review and discussions referred to within this report, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2022 be included in Siebert Financial Corp.’s Annual Report on Form 10-K for filing with the SEC.

Audit Committee,

Schneider, CPA, Chairman

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 OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists share ownership of our common stock as of March 20, 2023.

The information includes beneficial ownership by each of our directors and the Named Executive Officers, all directors and executive officers as a group and beneficial owners known by our management to hold at least 5% of our common stock.

Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these shareholders.

Percentage of ownership is based on 32,505,329 shares of common stock outstanding as of March 20, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists

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

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

named executive officers, all directors and executive officers as a group and beneficial owners known by our management to hold at least

5% of our common stock.

Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole

voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided

to us by these shareholders.

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

Name and Address of Beneficial Owner (1)

Shares of Common Stock

Named Executive Officers and Directors

Gebbia / John J.

Gebbia (2) (6)

Charles Zabatta (3)

Directors and named executive officers as a group

Hocheol Shin (7)

Directors and executive officers as a group (7 persons)

Other Shareholders with 5% or More

15F, Tower B, 166 Pangyoyeok-ro,

Bundang-gu, Seongnam-si,

Gyeonggi-do, Republic of Korea 13529

Kimberly Gebbia (4) (6)

1 unchanged sentence

Miami, FL 33139

15 Exchange Place

Jersey City, NJ 07302

Andrew McDonald

9378 Wilshire Blvd

Beverly Hills, CA 90212

* ‌‌Less than 1% of outstanding shares

1) Unless otherwise indicated, the business address of each individual is c/o Siebert Financial Corp., 535 Fifth Avenue, 4 th Floor, New York, NY 10017.

Gebbia (5) (6)

300 Vesey Street

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.

(2) Gloria E.

1 unchanged sentence

Gebbia are husband and wife.

Includes 10,544,054 shares of our common stock owned by Gloria E.

Gebbia, 2,689,592 shares owned by Kimberly Gebbia, 2,127,091 shares owned by John M.

Gebbia, 1,473,218 shares owned by David J.

Gebbia, 116,437 shares owned by a family trust, and 588,808 shares owned by Richard S.

Gebbia and the children of Richard and Kimberly Gebbia.

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.

Gebbia and the children of John M.

Gebbia, and 1,471,318 shares owned

Gebbia and the children of David J.

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

4) Includes 588,808 shares owned by Richard S.

Gebbia and the dependent children of Richard and Kimberly Gebbia.

5) Includes 118,000 shares owned by the dependent children of John M.

(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.

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

(6) Gloria E.

Gebbia, John M.

Gebbia, Richard Gebbia, David Gebbia,

and Kimberly Gebbia are parties to that certain Amended and Restated Joint Filing and Group Agreement, dated as of January 10, 2022 (the

“Group Agreement”), pursuant to which the foregoing Gebbia family members agreed to form a group for the purpose of taking

joint actions and such actions relating to their voting rights regarding securities of the Company necessary or advisable to achieve

the foregoing.

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

Siebert 2023 Form-10K 78

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

pursuant to that certain Amended and Restated Stockholders’ Agreement dated December 19, 2023, among Kakaopay, the Company, the

Gebbia Stockholders (as defined therein), and John J.

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.

(9) Based solely on a Schedule 13D filed with the SEC on May 30,

2023, by Kakaopay and Kakao Corporation (“Kakao”).

In the filing, Kakaopay and Kakao reported having shared voting power

over all 8,075,607 shares.

Equity Compensation Plan Information

The below table presents

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

securities to be

exercise price

of outstanding

available for

future issuance

plans (excluding

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review and Approval of Related Party Transactions

As set forth in our Amended and Restated Audit Committee Charter, the Audit Committee is responsible for reviewing and approving all related party transactions.

Our Code of Ethics for Senior Financial Officers, applicable to our Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Principal Accounting Officer and other employees performing similar functions, provides that our Senior Financial Officers should endeavor to avoid any actual or potential conflict of interest between their personal and professional relationships and requires them to promptly report and disclose all material facts relating to any such relationships or financial interests which give rise, directly or indirectly, to an actual or potential conflict of interest to the Audit Committee.

The Code of Ethics also provides that no Senior Financial Officer should knowingly become involved in any actual or potential conflict of interest without the relationship or financial interest having been approved by the Audit Committee.

As set forth in our Amended

and Restated Audit Committee Charter, the Audit Committee is responsible for reviewing and approving all related party transactions.

Our Code of Ethics for Senior

Financial Officers, applicable to our Chief Executive Officer, Chief Financial Officer, Controller, Treasurer, Principal Accounting Officer

and other employees performing similar functions, provides that our Senior Financial Officers should endeavor to avoid any actual or potential

conflict of interest between their personal and professional relationships and requires them to promptly report and disclose all material

facts relating to any such relationships or financial interests which give rise, directly or indirectly, to an actual or potential conflict

of interest to the Audit Committee.

The Code of Ethics also provides that no Senior Financial Officer should knowingly become involved

in any actual or potential conflict of interest without the relationship or financial interest having been approved by the Audit Committee.

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

Refer to Note 24 - Related Party Disclosures for further detail on our related party transactions.

Refer to Note 23 – 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

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

Baker Tilly US, LLP (“Baker

Tilly”) currently serves 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.

The aggregate fees billed by Baker Tilly for professional services rendered for the 2022 and 2021 audit of our annual financial statements and reviews of our quarterly financial statements were $112,000 and $156,000, respectively.

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.

The aggregate fees billed

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

financial statements and reviews of our quarterly consolidated financial statements were

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

Audit-Related Fees

The aggregate fees billed by Baker Tilly for audit-related services were $184,000 and $194,000 for the years ended December 31, 2022 and 2021, respectively.

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 tax fees billed

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

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.

Pre-Approval Policy

The Audit Committee pre-approves all audit and non-audit services provided by our independent auditors prior to the engagement of the independent auditors with respect to such services.

With respect to audit services and permissible non-audit services not previously approved, the Audit Committee has authorized the Chairman of the Audit Committee to approve such audit services and permissible non-audit services, provided the Chairman informs the Audit Committee of such approval at the next regularly scheduled meeting.

All “Audit Fees” and “All Other Fees” set forth above were pre-approved by the Audit Committee in accordance with its pre-approval policy.

The Audit Committee pre-approves

all audit and non-audit services provided by our independent auditors prior to the engagement of the independent auditors with respect

to such services.

With respect to audit services and permissible non-audit services not previously approved, the Audit Committee has authorized

the Chairman of the Audit Committee to approve such audit services and permissible non-audit services, provided the Chairman informs the

Audit Committee of such approval at the next regularly scheduled meeting.

All “Audit-Related Fees,” “Tax Fees”

and “All Other Fees” set forth above were pre-approved by the Audit Committee in accordance with its pre-approval policy.

Audit Committee Report to Shareholders

The Audit Committee has reviewed

and discussed with management the audited consolidated financial statements for the fiscal

years ended December 31, 2023 and 2022.

The Audit Committee has also discussed with our independent registered public accounting firm

the matters required to be discussed by Auditing Standards No.

16, adopted by the PCAOB (United States) regarding, “Communications

with Audit Committees,” including our critical accounting policies and our interests, if any, in “off-balance sheet”

Additionally, the Audit Committee has received the written disclosures and representations from the independent registered public

accounting firm required by applicable requirements of the PCAOB (United States) regarding “Communication with Audit Committees

Concerning Independence.”

Based on the review and discussions

referred to within this report, the Audit Committee recommended to the Board of Directors that the audited consolidated

financial statements for the fiscal years ended December 31, 2023 and 2022 be included in Siebert Financial Corp.’s Annual Report

on Form 10-K for filing with the SEC.

Audit Committee,

Schneider, CPA, Chairman

Charles Zabatta

Siebert 2023 Form-10K 80

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The exhibits required by Item 601 of Regulation S-K filed as part of, or incorporated by reference in, this Annual Report are listed in the accompanying Exhibit Index.

The exhibits required by Item 601 of Regulation

S-K filed as part of, or incorporated by reference in, this Annual Report are listed in the accompanying Exhibit Index.

(a) The following documents are filed as part of this report:

Financial Statements

The consolidated financial statements for the years ended December 31, 2022 and 2021 commence on page 31 of this Annual Report on Form 10-K.

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.

Siebert 2022 Form-10K 83

Consolidated Financial Statements

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.

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.

EXHIBIT INDEX

Description Of Document

Plan and Agreement of Merger between J.

Michaels, Inc.

and Muriel Siebert Capital Markets Group, Inc., dated as of April 24, 1996 (“Merger Agreement”) (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Amendment No.

1 to Merger Agreement, dated as of June 28, 1996 (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Amendment No.

2 to Merger Agreement, dated as of September 30, 1996 (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Amendment No.

3 to Merger Agreement, dated as of November 7, 1996 (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996)

Certificate of Incorporation of Siebert Financial Corp., formerly known as J.

Michaels, Inc.

originally filed on April 9, 1934, as amended and restated to date (incorporated by reference to Siebert Financial Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997)

Certificate of Amendment to Certificate of Incorporation of Siebert Financial Corp., as amended and restated, filed February 2, 2020.

(incorporated by reference to Siebert Financial Corp.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2019)

Certificate of Incorporation of Siebert Financial Corp.

(formerly known as J.

Michaels, Inc..) originally filed on April 9, 1934, as amended and restated to date (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).

Certificate of Amendment to Certificate of Incorporation of Siebert Financial Corp., as amended and restated, filed February 2, 2020 (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019).

By-laws of Siebert Financial Corp.

(incorporated by reference to Siebert Financial Corp.’s Registration Statement on Form S-1 (File No.

333-49843) filed with the SEC on April 10, 1998)

Description of Registrant’s Securities

(incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-49843) filed on April 10, 1998).

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.0 to the Company’s Annual Report on Form 10-K filed on March 30, 2022).

Siebert Financial Corp.

2021 Equity Incentive Plan**

Acquisition Agreement, dated September 1, 2016, by and among, Siebert Financial Corp., the Majority Shareholder and KCA (incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on September 2, 2016)

Assignment dated December 16, 2016 by and between the Majority Shareholder and Siebert Financial Corp.

2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 30, 2022).

Consent and Waiver dated as of December 16, 2016 by and among Siebert Cisneros Shank Financial, LLC, Siebert Cisneros Shank & Co.

and Siebert Financial Corp.

Siebert Financial Corp.

2007 Long-Term Incentive Plan (incorporated by reference to Siebert Financial Corp.’s Registration Statement on Form S-8 (File No.

333-144680) filed with the SEC on July 18, 2007)**

(incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on April 6, 2017).

Fully Disclosed Clearing Agreement, by and between NFS LLC and Muriel Siebert & Co., Inc.

dated May 5, 2010.

(incorporated by reference to Siebert Financial Corp.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 16, 2010)*

Asset Purchase Agreement, dated as of June 26, 2017 by and among StockCross Financial Services, Inc., Muriel Siebert & Co., Inc.

and Siebert Financial Corp.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on June 28, 2017)

StockCross Share Repurchase Agreement dated as of January 18, 2019 by and among tZERO Group, Inc., a Delaware corporation, StockCross Financial Services, Inc., a Massachusetts corporation and Muriel Siebert & Co., Inc., a Delaware Corporation (incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on January 25, 2019)

Siebert 2022 Form-10K 84

Equity Interests Purchase Agreement, dated as of September 27, 2019, by and among Siebert Financial Corp., Weeden Investors L.P.

and Weeden Securities Corporation.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on October 3, 2019)

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 Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on December 4, 2019)

Agreement and Plan of Merger, dated as of December 31, 2019 by and among Siebert Financial Corp., Muriel Siebert & Co., Inc., StockCross Financial Services, Inc.

(“StockCross”) and each of the shareholders of StockCross.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on January 7, 2020)

Loan and Security Agreement, dated as of July 22, 2020, by and between East West Bank and Siebert Financial Corp.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on July 28, 2020)

Form of Term Loan Note (incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on July 28, 2020)

(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.

and OpenHand Holdings, Inc.

(incorporated by reference)

(incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2021).

Amendment to Fully Disclosed Clearing Agreement, dated as of August 1, 2021, by and between Muriel Siebert & Co., Inc.

and National Financial Services LLC.

(incorporated by reference)

(incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).

Guaranty Agreement, dated as of August 1, 2021, between Siebert Financial Corp.

and National Financial Services LLC (incorporated by reference)

and National Financial Services LLC (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).

Amendment No.

1 unchanged sentence

and OpenHand Holdings, Inc.

(incorporated by reference)

Agreement between Siebert Financial Corp.

and Tigress Holdings, LLC, dated November 16, 2021.

(incorporated by reference)

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

and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (incorporated by reference)

Promissory Note, dated as of December 30, 2021, made by Siebert Financial Corp.

in favor of Gloria E.

Gebbia (incorporated by reference)

(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.

and City National Bank of Florida, a national banking association, as trustee under the provisions of a certain Trust Agreement, dated 22nd day of March, 1993 (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed on January 5, 2022).

Promissory Note and Loan and Security Agreement, dated as of December 30, 2021, between East West Bank and Siebert Financial Corp.

(incorporated by reference)

Agreement between Siebert Financial Corp.

and Hedge Connection, Inc., dated January 21, 2022.

(incorporated by reference)

(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)

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

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.

and JonesTrading Institutional Services LLC.

(incorporated by reference to Siebert Financial Corp.’s Current Report on Form 8-K filed with the SEC on May 27, 2022).

Reorganization Agreement By and Among Tigress Holdings, LLC, Rise Financial Services, LLC, and Siebert Financial Corp.

dated October 18, 2022 (incorporated by reference to Siebert Financial Corp.

Current Report on Form 8-K filed with the SEC on October 21, 2022).

Termination Agreement By and Among Hedge Connection, Inc., Lisa Vioni, Rise Financial Services, LLC, and Siebert Financial Corp., dated October 18, 2022 (incorporated by reference to Siebert Financial Corp.

Current Report on Form 8-K filed with the SEC on October 21, 2022).

(incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed on May 27, 2022).

Registration Rights and Lock-Up Agreement (incorporated by reference to Exhibit 10.39 to the Company’s Current Report on Form 8-K dated May 3, 2023).

Share Redemption Agreement, dated July 10, 2023, by and among Cynthia DiBartolo, Siebert Financial Corp, and Tigress Holdings, LLC (incorporated by reference to Exhibit 10.40 to the Company’s Current Report on Form 8-K dated July 14, 2023).

Termination and Settlement Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated December 20, 2023).

Amended and Restated Stockholders’ Agreement, dated December 19, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Current Report on Form 8-K dated December 20, 2023).

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).

Subsidiaries of the registrant

Consent of Baker Tilly US, LLP

Certification of Andrew H.

Reich pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

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

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Certification of Principal Financial Officer pursuant to 18 U.S.C.

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

Clawback Policy

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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* Portions of the indicated document have been afforded confidential treatment and have been filed separately with the SEC pursuant to Rule 24b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended.

* Management contract or compensatory plan or arrangement.

** 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) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

SIEBERT FINANCIAL CORP.

Chief Executive Officer and Chairman

(Principal executive officer)

/s/ Andrew H.

Executive Vice President, Chief Operating Officer,

Chief Financial Officer, Secretary and Director

(Principal executive, financial and accounting officer)

March 29, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

(Principal financial and accounting officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chief Executive Officer and Chairman

(Principal executive officer)

/s/ Andrew H.

Executive Vice President, Chief Operating Officer and

March 29, 2023

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

Executive Vice President, Chief Operating

Officer and Chief Financial

Officer, Secretary and Director

(Principal financial and accounting officer)

/s/ Gloria E.

March 29, 2023

/s/ Charles Zabatta

March 29, 2023

Charles Zabatta

/s/ Francis V.

March 29, 2023

/s/ Hocheol Shin

Siebert 2022 Form-10K 83

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