Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure 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) and 15d-15(e) of Securities Exchange of 1934, as amended (the “Exchange Act”).
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 Report, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
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. Our internal
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, 2024, based on criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) (“COSO Framework”). Based
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.
32
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,
2024.
Changes in 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.
ITEM 9B. 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, 2024, as such terms are defined under Item 408(a) of Regulation S-K.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
33
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Identification of Directors
The names of our Directors
and their ages, positions, and biographies are set forth below.
Gloria E. Gebbia
Age 82
Gloria E. Gebbia has served
as a member of our Board of Directors since December 16, 2016.
Gloria E. Gebbia is the managing
manager of KCA. Ms. Gebbia was an owner and a director of StockCross Financial Services, Inc. (“StockCross”). Additionally,
Ms. Gebbia also serves as the President of Associates for Breast and Prostate Cancer Research, a non-profit organization that raises funds
for the John Wayne Cancer Institute, which, under Ms. Gebbia’s leadership, has raised over $16 million for breast and prostate cancer
research.
Ms. Gebbia brings valuable
experience to our Board of Directors from her roles at StockCross and in KCA.
John J. Gebbia
Age 86
John J. Gebbia has served
as a member of our Board of Directors since June 1, 2020, and as our Chief Executive Officer and Chairman since May 24, 2023.
From February 2017 to May
2020, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. Gebbia commenced his employment in the brokerage industry
in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional
brokerage firm, Mr. Gebbia purchased the company in 1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including
Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160 million.
We believe Mr. Gebbia brings
valuable experience to our Board of Directors from his role as our Chief Executive Officer, as well as his extensive brokerage and executive
experience in the brokerage industry.
Charles A. Zabatta
Age 82
Charles A. Zabatta has served
as a member of our Board of Directors since December 16, 2016.
Charles A. Zabatta served
as a consultant to StockCross from 2011 until 2016, acting as its head of Corporate Development. Mr. Zabatta has and continues to have
a distinguished and successful career, predominately in the financial services industry, including holding various positions with the
New York Stock Exchange, Paine Webber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co. and TD Waterhouse.
Mr. Zabatta’s creative business skills have been instrumental in several acquisitions of small to midsize companies in various industries.
Mr. Zabatta currently advises on capital raising, general business structure and management. Previously, Mr. Zabatta has served as a member
of the board of Knight Capital, Kennedy Cabot & Co. and Paraco Gas Corporation. Mr. Zabatta holds a B.A. in Industrial Psychology
from Iona College.
We believe Mr. Zabatta’s
extensive experience in the financial services industry, vast industry network, as well as his Board of Director expertise qualifies him
to serve on our Board.
Francis V. Cuttita
Age 56
Francis V. Cuttita has served
as a member of our Board of Directors since December 16, 2016.
34
Francis V. Cuttita is a Senior
Partner of Cuttita, LLP, a New York based law firm. Mr. Cuttita has over 27 years of practicing law in the areas of real estate and business
transactions, media, sports and entertainment. Mr. Cuttita’s list of clients include Fortune 100 corporations, CEOs, hedge fund
managers, legendary professional athletes, entertainment icons and Grammy award winning musicians. Mr. Cuttita also serves as an advisor
to several national financial, insurance and sports businesses and is an active supporter and member of various nonprofit organizations.
Mr. Cuttita graduated from Swarthmore College and received his law degree from Fordham University School of Law.
We believe Mr. Cuttita’s
legal experience qualifies him to serve on our Board.
Andrew H. Reich
Age 69
Andrew H. Reich has served
on our Board of Directors since December 16, 2016.
Andrew H. Reich has served
as Executive Vice President, Chief Financial Officer, Secretary of the Company and Chief Executive Officer of MSCO. Prior thereto, Andrew
H. Reich served in a variety of executive positions with StockCross from 2002 until 2016. Mr. Reich has more than 30 years of experience
in the financial industry, including more than 14 years as senior management of StockCross. Mr. Reich holds an M.B.A. from the University
of Southern California and a B.B.A. from the Bernard Baruch College.
Mr. Reich brings valuable
experience to our Board of Directors from his role as our Executive Vice President, Chief Financial Officer, Secretary as well as his
extensive experience in the financial industry.
Jerry M. Schneider, CPA
Age 80
Jerry M. Schneider has served
as a member of our Board of Directors and Chairman of the Audit Committee since December 29, 2016.
Jerry
M. Schneider is a certified public accountant and has over 40 years of relevant accounting experience. Mr. 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. Mr. 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. Mr. 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. In 2018, Mr. 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. Mr. 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.
We
believe Mr. Schneider’s significant accounting experience qualifies him to serve on our Board.
Hocheol Shin
Age 47
Hocheol Shin has served on
our Board of Directors since May 24, 2023.
Hocheol
Shin has over 15 years of experience working in global technology companies across various functions including strategy, investment, and
engineering. He is currently the President of Kakaopay Securities Corporation (“Kakaopay Securities”). Before Kakaopay Securities,
Mr. Shin was head of Kakaopay’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. Mr. Shin received a
B.S. in Electrical Engineering from Seoul National University and a Ph.D. in Electrical Engineering from Stanford University.
We believe Mr. Shin’s
significant experience within technology and international business qualifies him to serve on our Board.
35
Identification of Executive Officers
Name
Age
Position
John J. Gebbia
86
Chief Executive Officer,
Chairman and Director
From February 2017
to May 2020, Mr. Gebbia served as a Special Advisor to the Board of Directors. Mr. Gebbia commenced his employment in the brokerage industry
in 1959. In 1962, Mr. Gebbia became Executive Vice President of Walston & Company. After becoming CEO of Jesup & Lamont, an institutional
brokerage firm, Mr. Gebbia purchased the company in 1983. Thereafter, Mr. Gebbia owned and/or controlled various brokerage firms including
Kennedy Cabot & Co., which was sold in 1997 to Toronto Dominion Bank for $160,000,000.
Name
Age
Position
Andrew H. Reich
69
Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary
Andrew H. 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. Mr. Reich has more than 30 years of
experience in the financial industry, including more than 14 years as senior management of StockCross. Mr. Reich holds a M.B.A. from
the University of Southern California and a B.B.A. from the Bernard Baruch College.
Corporate Governance
Board Meetings
The Board of Directors held
14 special meetings during 2024. Each incumbent director attended at least 75% of Board of Directors meetings and all of his or her respective
committee meetings.
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. 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. Our 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, Mr. Gebbia and Mr. Reich, whom are not independent under Nasdaq’s
independence standards.
Audit Committee of the Board of Directors
The Audit Committee of our
Board of Directors currently consists of Mr. Schneider, Chairman, Mr. Zabatta and Mr. Cuttita. The Board of Directors has determined that
Mr. Schneider, Mr. Zabatta and Mr. 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 nine
meetings during 2024.
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
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/investor-relation/shareholder-information .
36
Compensation Committee of the Board of Directors
The
Compensation Committee of our Board of Directors currently consists of Mr. Zabatta and Mr. Cuttita. 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
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 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 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 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 will consist of Mr. Zabatta and Mr. Cuttita. 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
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.
In
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; and
● the
commitment to rigorously represent the long-term interests of shareholders.
37
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
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 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.
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/investor-relation/shareholder-information.
Board Leadership Structure and Board of
Directors
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.
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 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.
38
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.
Compensation Committee
Interlocks and Insider Participation
No
member of the Compensation Committee during 2024 had a relationship that requires disclosure as a Compensation Committee interlock.
Family Relationships
Mrs. 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.
Insider Trading Policy; Employee, Officer and
Director Hedging and 10b5-1 Plans
We
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.
Our
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.
In
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).
Clawback Policy
We
have a compensation recovery policy designed to comply with the mandatory compensation “clawback” requirements under Nasdaq
rules. 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
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, 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 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 the disposition of 1,000 shares. Mr. Gebbia’s Form 4 was filed late due to an inadvertent mistake.
39
Advisors to the Company
Senior Advisors
John M. 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
of MSCO. 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.
John M. Gebbia has been in
the brokerage industry in various capacities since 1990. Mr. 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. Gebbia was associated with StockCross, most recently as a Director and its Executive Vice President.
Richard Gebbia has been in
the brokerage industry since 1993. From 2007 to 2020, Mr. Gebbia was associated with StockCross in various capacities. Mr. Gebbia was
the CEO and a Director of StockCross.
David Gebbia has been in the
brokerage industry since 1993. Mr. Gebbia is currently the President of the Company’s insurance subsidiary, PW.
ITEM 11. 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, 2024 and 2023, respectively.
Name and Principal Position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Non-Qualified Deferred Compensation Earnings ($)
All Other Compensation ($) (3)
Totals ($)
John J. Gebbia (1)
2024
$ 840,000
$ 350,000
—
—
—
—
$ 120,000
$ 1,310,000
Chief Executive Officer, Director and Chairman
2023
$ 292,000
$ 200,000
—
—
—
—
$ 120,000
$ 612,000
Andrew H. Reich (2)
2024
$ 272,000
$ 190,000
—
—
—
—
$ 120,000
$ 582,000
Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary
2023
$ 250,000
$ 181,000
—
—
—
—
$ 120,000
$ 551,000
(1) Represents the dollar amount recognized for consolidated
financial statement reporting in accordance with Topic 718. Mr. Gebbia was named to the position of Chief Executive Officer effective
May 24, 2023.
(2) Represents the dollar amount recognized for consolidated
financial statement reporting in accordance with Topic 718. Mr. Reich was named to the positions of Executive Vice President, Chief
Operating Officer and Chief Financial Officer effective December 16, 2016.
(3) “All other compensation” for Mr. Gebbia and Mr.
Reich is other compensation for services as a member of our Board of Directors for the years ended December 31, 2024 and 2023, respectively.
40
Equity Incentive Plan
The purpose of the Siebert
Financial Corp. 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. Unless the 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
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
rights (“SARs”); (3) restricted stock; (4) restricted stock units; (5) performance shares or units; (6) other equity-based
awards; and (7) cash awards. 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
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; and
● No authority to allow dividend equivalents for options or
SARs.
Outstanding Equity Awards as of December 31,
2024
As of December 31, 2024, the
Company had no outstanding equity awards to named executive officers.
Option Agreements
As of December 31, 2024 and
2023, 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. All of our named executive officers are employees at will.
41
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.
John J. Gebbia - PEO
Andrew H. Reich – Former PEO
Non-PEO NEO
Value of Initial Fixed $100
Year
Summary Compensation Table Total for PEO (1)
Compensation Actually Paid to PEO (3)
Summary Compensation Table Total for Former PEO (1)
Compensation Actually Paid to Former PEO (3)
Average Summary Compensation Table Total for Non-PEO NEO (1)
Average Compensation Actually Paid to Non-PEO NEO (4)
Investment Based On Total Shareholder Return (“TSR”) (5)
Net Income / (Loss) thousands (6)
2024
$ 1,310,000
$ 1,310,000
$
$ -
$ 582,000
$ 582,000
$ 37.93
$ 13,286
2023
$ 612,000
$ 612,000
$ 230,000
$ 230,000
$ 321,000
$ 321,000
$ (27.59 )
$ 7,826
2022
$ 282,000
$ 250,000
$ -
$ -
$ (2 )
$ (2 )
$ (41.38 )
$ (1,990 )
(1)
Represents the amounts of total compensation reported for our PEO, Former PEO and Non-PEO NEO during each corresponding year in the “Total” column of the Summary Compensation Table above.
(2)
Andrew H. 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:
Year
Reported
Summary
Compensation
Table
Total
for John J.
Gebbia
Equity
Award
Adjustments (b)
Compensation
Actually
Paid to John J.
Gebbia
2024
$ 1,310,000
$ —
$ 1,310,000
2023
$ 612,000
$ —
$ 612,000
2022
$ —
$ —
$ —
Year
Reported
Summary
Compensation
Table
Total
for Andrew H.
Reich
Equity
Award
Adjustments (b)
Compensation
Actually Paid
to Andrew H.
Reich
2024
$ 582,000
$ —
$ 582,000
2023
$ 551,000
$ —
$ 551,000
2022
$ 282,000
$ (32,000 )
$ 250,000
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
42
(4)
Represents the average amount of “compensation actually paid” to the Non-PEO NEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average compensation earned or paid to the Non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEO for each applicable year:
Year
Reported
Summary
Compensation
Tale Total
for Andrew H.
Reich
Equity
Award
Adjustments (b)
Compensation
Actually Paid
to Andrew H.
Reich
2024
$ 551,000
$ —
$ 551,000
2023
$ 551,000
$ —
$ 551,000
2022
$ —
$ —
$ —
(5)
TSR is cumulative
for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated
as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on
December 31, 2021. No dividends were paid in 2024, 2023 or 2022.
(6)
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
performance. Key factors include the executive officer’s performance; the nature, scope and level of the executive officer’s
responsibilities; and the executive officer’s contribution to our overall financial results. Our approach to compensation complements
our practices of real-time risk assessment and daily measurement of financial performance in the various parts of our businesses, which
also act as disincentives to excessive risk-taking. The compensation actually paid to our PEO and Former PEO and the average amount of
compensation actually paid to or non-PEO NEOs during the periods presented are not directly correlated with TSR as they are influenced
by numerous factors including, but not limited to, the timing of new grant issuances and award vesting, NEO mix, share price volatility
during the fiscal year, our mix of performance metrics and other factors.
DIRECTOR COMPENSATION
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, 2024 which is payable quarterly, plus reimbursements for reasonable travel expenses and out-of-pocket costs incurred
on behalf of the Company.
Mr. Gebbia and Mr. Reich each
received a total of $120,000 for their service as a member of our Board of Directors during the year ended December 31, 2024. Mr. Gebbia
and Mr. Reich’s total compensation for service as an employee and as a member of our Board of Directors is presented under the heading
“Summary Compensation Table” above.
Name
Fees Earned or Paid in Cash
Stock Awards
Option Awards
Non-Equity Incentive Plan Compensation
Nonqualified Deferred Compensation Earnings
All Other Compensation
Total
Gloria E. Gebbia
$ 120,000
—
—
—
—
—
$ 120,000
John J. Gebbia
$ 120,000
—
—
—
—
—
$ 120,000
Andrew H. Reich
$ 120,000
—
—
—
—
—
$ 120,000
Francis V. Cuttita
$ 130,000
—
—
—
—
—
$ 130,000
Charles Zabatta
$ 150,000
—
—
—
—
—
$ 150,000
Jerry M. Schneider
$ 130,000
—
—
—
—
—
$ 130,000
Hocheol Shin
$ —
—
—
—
—
—
$ —
43
ITEM 12. 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 5, 2025. 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 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
Gloria E. Gebbia / John J. Gebbia (2) (6)
16,959,323
42 %
Andrew H. Reich (8)
748,238
2 %
Charles Zabatta (3)
550,439
1 %
Francis V. Cuttita
187,773
1 %
Jerry M. Schneider
3,000
*
Hocheol Shin (7)
—
*
Directors and executive officers as a group (7 persons)
18,448,773
46 %
Other Shareholders with 5% or More
Kakaopay (9)
8,075,607
20 %
15F, Tower B, 166 Pangyoyeok-ro,
Bundang-gu, Seongnam-si,
Gyeonggi-do, Republic of Korea 13529
Kimberly Gebbia (4) (6)
3,439,400
9 %
653 Collins Ave
Miami, FL 33139
John M. Gebbia (5) (6)
2,214,891
5 %
300 Vesey Street
New York, NY 10282
* 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. Gebbia and John J. Gebbia are husband and wife.
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 1,589,318
shares owned by David J. Gebbia and the children of David J. Gebbia.
(3) Includes 450,439 shares owned by Charles Zabatta’s
wife.
(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.
Gebbia.
44
(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.
(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).
(8) Includes 28,000 shares owned by the children of Andrew H.
Reich.
(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 our equity compensation plan under which our securities are authorized for issuance as of December 31, 2024.
Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
—
NA
2,214,000
Equity compensation plans not approved by security holders
—
NA
NA
Total
—
NA
2,214,000
45
ITEM 13. 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.
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.
Director Independence
See “Corporate Governance”
under Item 10 in this Report for information on director independence.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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 Crowe and Baker Tilly are compatible with the maintenance of Crowe and Baker Tilly’s
independence from our management.
Audit Fees
The aggregate fees billed
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
$825,000. 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 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.
Tax Fees
We had no tax fees billed
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.
46
All Other Fees
We had no other fees billed
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
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, 2024 and 2023. 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 consolidated
financial statements for the fiscal years ended December 31, 2024 and 2023 be included in Siebert Financial Corp.’s Annual Report
on Form 10-K for filing with the SEC.
Audit Committee,
Jerry M. Schneider, CPA, Chairman
Charles Zabatta
Francis V. Cuttita
47
PART
IV
ITEM 15. EXHIBITS AND 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.
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements
The consolidated financial statements for the years
ended December 31, 2024 and 2023 commence on page 31 of this Report.
2. Consolidated Financial Statement Schedules
None.
3. Exhibits
The exhibits listed in the following Exhibit Index
are filed or incorporated by reference as part of this Report.
48
EXHIBIT INDEX
Exhibit No.
Description Of Document
3.1
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).
3.1(a)
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
3.2
By-laws of Siebert Financial Corp. (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-49843) filed on April 10, 1998).
4.1
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).
4.2*
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).
10.1
Consent and Waiver dated as of December 16, 2016 by and among Siebert Cisneros Shank Financial, LLC, Siebert Cisneros Shank & Co. L.L.C. and Siebert Financial Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on April 6, 2017).
10.2
Fully Disclosed Clearing Agreement, by and between NFS LLC and Muriel Siebert & Co., Inc. 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).
10.3
Common Stock Purchase Agreement, dated as of January 31, 2021, between Siebert Financial Corp. and OpenHand Holdings, Inc. (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2021).
10.4
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 to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).
10.5
Guaranty Agreement, dated as of August 1, 2021, between Siebert Financial Corp. 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).
10.6
Amendment No. 1 to Common Stock Purchase Agreement, dated as of August 18, 2021, between Siebert Financial Corp. and OpenHand Holdings, Inc. (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).
10.7
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).
10.8
Promissory Note and Loan and Security Agreement, dated as of December 30, 2021, between East West Bank and Siebert Financial Corp. (incorporated by reference to Exhibit 10.22 to the Company’s Current Report on Form 8-K filed on January 5, 2022).
10.9
Capital on DemandTM Sales Agreement, dated May 27, 2022, by and between Siebert Financial Corp. and JonesTrading Institutional Services LLC. (incorporated by reference to Exhibit 10.25 to the Company’s Current Report on Form 8-K filed on May 27, 2022).
10. 10
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).
10.11
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).
49
10.12
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).
10.13
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).
10.14
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).
10.15
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).
10.16
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).
10.17
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).
10.18
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).
10.19
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).
10.20
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).
16.1
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).
19.1**
Insider Trading Policy
21.1**
Subsidiaries of the registrant
23.1**
Consent of Crowe LLP
23.2**
Consent of Baker Tilly US, LLP
31.1**
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.
31.2**
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.
32.1**#
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.
32.2**#
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.
97.1
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).
101.INS
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).
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (embedded with Inline XBRL document).
* 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.
ITEM 16. FORM 10-K SUMMARY
None.
50
SIGNATURES
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.
By:
/s/ John J. Gebbia
John J. Gebbia
Chief Executive Officer and Chairman
(Principal executive officer)
Date:
March 31, 2025
By:
/s/ Andrew H. Reich
Andrew H. Reich
Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary and Director (Principal financial and accounting officer)
Date:
March 31, 2025
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.
Name
Title
Date
/s/ John J. Gebbia
Chief Executive Officer and Chairman (Principal executive
March 31, 2025
John J. Gebbia
officer)
/s/ Andrew H. Reich
Executive Vice President, Chief Operating Officer and Chief
March 31, 2025
Andrew H. Reich
Financial Officer, Secretary and Director (Principal financial and accounting officer)
/s/ Gloria E. Gebbia
Director
March 31, 2025
Gloria E. Gebbia
/s/ Charles Zabatta
Director
March 31, 2025
Charles Zabatta
/s/ Francis V. Cuttita
Director
March 31, 2025
Francis V. Cuttita
/s/ Jerry M. Schneider
Director
March 31, 2025
Jerry M. Schneider
/s/ Hocheol Shin
Director
March 31, 2025
Hocheol Shin
51