SIEBERT FINANCIAL CORP
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
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FY2025 · Filed Mar 30, 2026
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ITEM 11. EXECUTIVE COMPENSATION
2025 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, 2025 and 2024, 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 ($) (1) | Totals ($) |
|---|---|---|---|---|---|---|---|---|---|
| John J. Gebbia | 2025 | $975,000 | $420,000 | — | — | — | — | $120,000 | $1,515,000 |
| Chief Executive Officer, Director and Chairman | 2024 | $840,000 | $350,000 | — | — | — | — | $120,000 | $1,310,000 |
| Andrew H. Reich | 2025 | $300,000 | $190,000 | — | — | — | — | $122,000 | $612,000 |
| Executive Vice President, Chief Operating Officer, Chief Financial Officer, Director and Secretary | 2024 | $272,000 | $190,000 | — | — | — | — | $122,000 | $584,000 |
| (1) | “All other compensation” for Mr. Gebbia and Mr. Reich represents cash fees earned for services as a member of our Board of Directors, which amounts would otherwise have been reported in the “Fees Earned or Paid in Cash” column of the 2025 Director Compensation table below, as well as employer 401(k) matching of $2,000 for Andrew Reich for both 2024 and 2025. |
Equity Incentive Plan
The purpose of the Siebert Financial Corp. 2021 Equity Incentive Plan (as amended and restated, 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; and |
| ● | No authority to allow dividend equivalents for options or SARs. |
Outstanding Equity Awards as of December 31, 2025
As of December 31, 2025, the Company had no outstanding equity awards to 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.
Bonus Compensation
“Bonus” amounts set forth in the 2025 Summary Compensation Table above represent bonuses with respect to 2025 that were approved by our Board of Directors based on its subjective assessment of each named executive officer’s contributions during such year.
Director Compensation
The “All Other Compensation” amounts set forth in the 2025 Summary Compensation Table above represent cash retainer fees received by each of our named executive officers for their service on our Board of Directors during 2025 as well as a nominal amount for any 401(k) contribution matching from Siebert during the year.
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 non-employee directors during the year ended December 31, 2025.
Each non-employee director receives an annual cash retainer of $120,000 for their service on our Board of Directors, for which retainer is paid quarterly (besides Mr. Shin who declined compensation for his service as a director in 2025). From time to time, the Company may provide modest discretionary bonuses (in the form of cash or of common stock) to directors in recognition of their service and contributions during the year. Any such bonuses are determined based on a holistic review of director engagement, responsibilities, and overall contributions to the Company.
During the year ended December 31, 2025, Mr. Cuttita received a $10,000 cash bonus and Mr. Schneider received 9,000 shares of common stock of the Company. Each non-employee director also receives reimbursements for reasonable travel expenses and out-of-pocket costs incurred on behalf of the Company.
John J. Gebbia and Mr. Reich served on our Board of Directors during the year ended December 31, 2025, but their compensation for such services is fully reflected above in the 2025 Summary Compensation Table above.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (3) | Total |
|---|---|---|---|---|---|---|---|
| Gloria E. Gebbia | $120,000 | — | — | — | — | — | $120,000 |
| Francis V. Cuttita | $120,000 | — | — | — | — | 10,000 | $130,000 |
| Charles Zabatta | $120,000 | — | — | — | — | — | $120,000 |
| Lewis W. Solimene (1) | $15,000 | — | — | — | — | — | $15,000 |
| Jerry Schneider (4) | $120,000 | 25,920 | — | — | — | — | $145,920 |
| Hocheol Shin | $— | — | — | — | — | — | $— |
| (1) | At the 2025 Annual Shareholder Meeting held on November 18, 2025, Lewis W. Solimene was elected to the Board of Directors. |
| (2) | Reflects the grant date fair value of the shares of common stock of the Company granted to Mr. Schneider under the Siebert Financial Corp. 2021 Equity Incentive Plan, calculated in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. As of December 31, 2025 none of our non-employee directors held any option awards or unvested stock awards. |
| (3) | Amount for Mr. Cuttita represent a cash bonus of $10,000. |
| (4) | Jerry Schneider served as a member of the Board of Directors until November 18, 2025. |
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