SIEBERT FINANCIAL CORP
For the period ended Dec 31, 2023. Filed May 10, 2024.
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FY2023 · Filed May 10, 2024
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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, 2023 and 2022.
| 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) Chief Executive Officer, Director and Chairman | 2023 | $292,000 | $200,000 | — | — | — | — | $120,000 | $612,000 |
| Andrew H. Reich(2) | 2023 | $250,000 | $181,000 | — | — | — | — | $120,000 | $551,000 |
| Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary | 2022 | $225,000 | $25,000 | $32,000 | — | — | — | — | $282,000 |
| (1) | Represents the dollar amount recognized for consolidated financial statement reporting in accordance with ASC 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 ASC 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, 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 business.
One or more committees (each, a “Committee”) appointed by the Board of Directors (or its Compensation Committee) will administer the 2021 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 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 awards; 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; and |
| ● | No authority to allow dividend equivalents for options or SARs. |
Siebert 2023 Form-10K76
Outstanding Equity Awards as of December 31, 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. All of our named executive officers are employees at will.
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.
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, 2023. 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 | — | — | — | — | $90,000 | (1) | $210,000 |
| John J. Gebbia | $120,000 | — | — | — | — | — | $120,000 | |
| Andrew H. Reich | $120,000 | — | — | — | — | — | $120,000 | |
| Francis V. Cuttita | $145,000 | — | — | — | — | — | $145,000 | |
| Charles Zabatta | $245,000 | — | — | — | — | — | $245,000 | |
| Jerry M. Schneider | $145,000 | — | — | — | — | — | $145,000 | |
| Hocheol Shin | $— | — | — | — | — | — | $— | |
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.
| 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 | $— | — | — | — | — | — | $— |
| John J. Gebbia | $— | — | — | — | — | — | $— |
| Andrew H. Reich | $— | — | — | — | — | — | $— |
| Francis V. Cuttita | $106,000 | — | — | — | — | — | $106,000 |
| Charles Zabatta | $106,000 | — | — | — | — | — | $106,000 |
| Jerry M. Schneider | $106,000 | — | — | — | — | — | $106,000 |
| Cynthia DiBartolo (2) | $— | — | — | — | — | — | $— |
| (1) | Represents compensation paid to Ms. Gebbia for services rendered to the Company as a consultant. |
| (2) | Ms. DiBartolo resigned from our Board of Directors effective October 18, 2022. |
Siebert 2023 Form-10K77
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