Proxy Statement - Form DEF 14A

Annual Meeting:

November 1, 2024

1:00 p.m. Eastern Daylight Time

www.virtualshareholdermeeting.com/SIEB2024

Record Date:

Close of business on Friday, September 6, 2024. If you were a shareholder at that time, you may vote at the meeting. Each share is entitled to one vote. On the record date, we had 40,120,936 shares of our common stock outstanding and entitled to vote. Of those shares, 16,960,323 shares are beneficially owned by members of the Gebbia family. Proxy materials are expected to be mailed or available to shareholders beginning on or about September 20, 2024.

Quorum:

The holders of one-third of the outstanding shares of our common stock, represented electronically or by proxy and entitled to vote, will constitute a quorum at the meeting. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum.

Agenda:

1.

Election of seven directors

2.

Ratification of the appointment of Crowe as our independent registered public accounting firm for fiscal 2024; and

3.

Any other proper business. However, we currently are not aware of any other matters that will come before the Annual Meeting.

Attending the Annual Meeting:

This year's Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted live via webcast. You may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/SIEB2024 when you enter your 16-digit control number included with the Notice of Internet Availability or proxy card. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted at www.virtualshareholdermeeting.com/SIEB2024. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website.

Vote Required:

In the case of Proposal 1, the seven nominees for director who receive the most votes will be elected. If you withhold authority to vote for any nominee on your proxy card, your vote will not count either for or against the nominee and will have no effect on the outcome of the election. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will therefore have no effect on the election of director nominees.

In case of Proposal 2, the ratification of the appointment of our independent registered public accounting firm requires the affirmative vote of shareholders who hold a majority of our shares of common stock represented electronically or by proxy at the Annual Meeting and entitled to vote. Abstentions are not considered votes cast for the foregoing purpose and will therefore have no effect on the ratification of the appointment of our independent registered public accounting firm. Broker non-votes are not expected for Proposal 2 as stock exchange rules allow brokers, banks or other nominees to exercise discretionary voting authority on this "routine" proposal. If there were any broker non-votes with respect to Proposal 2 they would have no effect on the vote with respect to such proposal.

Broker Non-votes:

"Broker non-votes" are shares held by brokers or nominees which are represented electronically or by proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner. Under the rules of the Financial Industry Regulatory Authority (or "FINRA"), member brokers generally may not vote shares held by them in street name for customers unless they are permitted to do so under the rules of any national securities exchange of which they are a member. Under the rules of the New York Stock Exchange, New York Stock Exchange-member brokers who hold shares of our common stock in street name for their customers and have transmitted our proxy solicitation materials to their customers, but do not receive voting instructions from such customers, are not permitted to vote on non-routine matters.

Broker non-votes count for quorum purposes, but we do not count broker non-votes as votes for or against any non-routine proposal. Under exchange rules, the Proposal 1 relating to the election of directors is deemed to be a non-routine matter with respect to which brokers and nominees may not exercise their voting discretion without receiving instructions from the beneficial owner of the shares.

A bank, broker or other nominee will not be entitled to vote your shares on any "non-routine" matters, absent instructions from you. This year, the "non-routine" matters relate only to the election of directors Proposal 1. Proposal 2 (ratification of the appointment of our independent registered public accounting firm) is a matter we believe will be considered "routine." Accordingly, we encourage you to provide voting instructions to your bank, broker or other nominee whether or not you plan to attend the Annual Meeting.

Proxies:

Please vote; your vote is important. Prompt return of your proxy will help avoid the costs of re-solicitation. Unless you tell us on the proxy card to vote differently, we will vote signed returned proxies "FOR" each of the Board of Directors' nominees for director and "FOR" the ratification of the appointment of our independent registered public accounting firm.

If any nominee cannot or will not serve as a director, your proxy will vote in accordance with his or her best judgment. At the time we began printing this proxy statement, we did not know of any matters that needed to be acted upon at the meeting other than those discussed in this proxy statement. However, if any additional matters are presented to the shareholders for action at the meeting, your proxy will vote in accordance with his or her best judgment.

Proxies Solicited By:

The Board of Directors. No additional compensation will be paid to directors, officers or employees for such solicitation. We have retained Broadridge to assist in the distribution of proxies for a fee estimated to be approximately $25,000, including estimated mailing and printing costs.

Revoking Your Proxy:

You may revoke your proxy before it is voted at the meeting. Proxies may be revoked if you:

1.

Deliver a signed, written revocation letter, dated later than the proxy, to Andrew H. Reich, Secretary, Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139;

2.

Deliver a signed proxy, dated later than the first proxy, to Mr. Reich at the address above; or

3.

Virtually attend the Annual Meeting and vote electronically. Attending the meeting without doing more will not revoke your proxy.

Householding:

If you share an address with another shareholder, only one copy of our Annual Report and proxy statement is being delivered unless we have received contrary instructions from you. We will promptly deliver a separate copy of either document to any shareholder upon written or

oral request to our Secretary, Andrew H. Reich, at Siebert Financial Corp., 653 Collins Avenue, Miami Beach, FL 33139, telephone (310) 385-1861. If you share an address with another shareholder and (i) would like to receive multiple copies of the proxy statement or Annual Report in the future, or (ii) if you are receiving multiple copies and would like to receive only one copy per household in the future, please contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.

Your Comments:

Your comments about any aspects of our business are welcome. Although we may not respond on an individual basis, your comments help us to measure your satisfaction, and we may benefit from your suggestions.

Nominees:

Gloria E. Gebbia

Age 82

Director

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 Kennedy Cabot Acquisition, LLC ("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

Director, Chairman and

Chief Executive Officer

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

We believe Mr. Gebbia's experience from his role as our Chief Executive Officer as well as his extensive brokerage and executive experience in the brokerage industry qualifies him to serve on our Board of Directors.

Charles A. Zabatta

Age 82

Director

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 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. 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 expertise qualifies him to serve on our Board of Director.

Francis V. Cuttita

Age 56

Director

Francis V. Cuttita has served as a member of our Board of Directors since December 16, 2016.

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 of Directors.

Andrew H. Reich

Age 69

Director and Executive

Vice President, Chief

Operating Officer, Chief

Financial Officer and

Secretary

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 Muriel Siebert & Co., Inc. ("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 a 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

Age 79

Director

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 development stage blockchain based digital security platform. 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 of Directors.

Hocheol Shin

Age 47

Director

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 Corporation's ("Kakaopay") Payment Business Group and Corporate Developments Office, was 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 Hocheol Shin's significant experience within technology and international business qualifies him to serve on our Board of Directors.

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 in 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. 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 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. 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, which 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 is each an "independent director" within the meaning of Rule 5605 (a)(2) of Nasdaq and within the meaning of the applicable rules and regulations of the SEC.

The Audit Committee held 4 meetings during 2023.

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 terminate 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.

Compensation

Committee of the Board

of Directors:

The Compensation Committee of our Board of Directors 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 no meetings during 2023 as we were transitioning to a non-controlled company during 2023.

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 2023 as we were transitioning to a non-controlled company during 2023.

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 also will 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.

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. 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 shareholders meeting. All of our directors attended the 2023 Annual Meeting.

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:

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.

The 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 the potential that there may be no public market for our common stock, among other risks and uncertainties detailed in Part I, Item 1A - Risk Factors of our Form 10-K as well as in our other 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.

Compensation Committee Interlocks and Insider Participation:

During 2023, none of our executive officers served as a member of the Board of Directors or Compensation Committee of any entity that had one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee. Messrs. Zabatta and Cuttita, the members of the Compensation Committee, were not officers or employees of ours during 2023 or at any other time.

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 and executive officers.

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 Securities and Exchange Commission ("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.

Delinquent Section 16(a) Reports

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

On June 16, 2023, Hocheol Shin, our director, filed a Form 3 in connection with his appointment to the Board of Directors on May 24, 2023. Mr. Shin's Form 3 was filed thirteen days late due to an inadvertent mistake.

Advisors to the Company

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 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 S. 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 J. Gebbia has been in the brokerage industry since 1993. Mr. Gebbia is currently the President of the Company's insurance subsidiary, Park Wilshire Companies, Inc. ("PW").

Name

Age

Position

John J. Gebbia

85

Chief Executive Officer, Chairman and Director

From February 2017 to May 2020, John J. Gebbia served as a Special Advisor to the Board of Directors. John J. 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 and 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 a M.B.A. from The University of Southern California and a B.B.A. from the Bernard Baruch College.

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⁾

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

2023

$250,000

$181,000

$-

-

-

-

$120,000

$551,000

2022

$225,000

$25,000

$32,000

-

-

-

$-

$282,000

(1)

Represents the dollar amount recognized for 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 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.

•

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.

John J. Gebbia - PEO

Andrew H. Reich - Former

PEO

Non-PEO NEO

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⁾

Value of

Initial Fixed

$100

Investment

Based On

Total

Shareholder

Return

("TSR")⁽⁵⁾

Net Income /

(Loss)

thousands⁽⁶⁾

2023

$612,000

$612,000

$230,000

$230,000

$321,000

$321,000

$(27.59)

$​7,830

2022

$282,000

$250,000

$-

$-

$⁽²⁾

$⁽²⁾

$(41.38)

$(2,990)

(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, 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

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

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.

(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

Table Total for

Andrew H. Reich

Equity

Award

Adjustments^(b)

Compensation

Actually Paid to

Andrew H. Reich

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 2023 and 2022, respectively, calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the end of the measurement period. No dividends were paid in 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.

Name

Fees Earned or

Paid in Cash

Stock

Awards

Option

Awards

Non-Equity

Incentive Plan

Compensation

Nonqualified

Deferred

Compensation

Earnings

All Other

Compensation

Total

2023

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

$-

-

-

-

-

$-

$-

(1)

Represents compensation paid to Ms. Gebbia for services rendered to the Company as a consultant.

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⁾

16,960,323

43%

Andrew H. Reich⁽⁸⁾

738,238

2%

Charles Zabatta⁽³⁾

590,439

1%

Francis V. Cuttita

187,773

1%

Jerry M. Schneider

3,000

*

Hocheol Shin⁽⁷⁾

-

*

Directors and named executive officers as a group (7 persons)

18,499,773

47%

Other Shareholders with 5% or More

Kakaopay

15F, Tower B, 166 Pangyoyeok-ro,

Bundang-gu, Seongnam-si,

Gyeonggi-do, Republic of Korea 13529

8,075,607

20%

Kimberly Gebbia⁽⁴⁾⁽⁶⁾

653 Collins Ave

Miami, FL 33139

3,314,400

8%

John M. Gebbia⁽⁵⁾⁽⁶⁾

300 Vesey Street

New York, NY 10282

2,097,891

5%

*

Less than 1% of outstanding shares as of September 6, 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. Gebbia and John J. Gebbia are husband and wife. Includes 10,076,714 shares of our Common Stock owned by Gloria E. Gebbia, 2,850,865 shares owned by Kimberly 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, 1,471,318 shares owned by David J. Gebbia and the children of David J. Gebbia, and 463,535 shares owned by Richard S. Gebbia.

(3)

Includes 490,439 shares owned by Charles Zabatta's wife.

(4)

Includes 463,535 shares owned by the husband of Kimberly Gebbia, Richard S. Gebbia, and 261,273 shares owned by the children of Richard and Kimberly Gebbia.

(5)

Includes 190,000 shares owned by the dependent children of John M. Gebbia.

(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, a copy of which is attached to the amended Schedule 13D, filed on January 13, 2022, as Exhibit 99.1, is incorporated herein by reference.

(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 as Exhibit 10.42 to the Company's Current Report on Form 8-K filed with the SEC on December 20, 2023.

(8)

Includes 28,000 shares owned by the dependent children of Andrew H. Reich.

Name

Position(s) with the Company

Year First Elected

Director

Gloria E. Gebbia

Director

2016

John J. Gebbia

Director, Chairman and Chief Executive Officer

2020

Andrew H. Reich

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

2016

Charles A. Zabatta

Director

2016

Francis V. Cuttita

Director

2016

Jerry M. Schneider

Director

2016

Hocheol Shin

Director

2023

Audit Committee

Report to

 Shareholders:

The Audit Committee has reviewed and discussed with management the audited financial statements for the fiscal years ended December 31, 2023 and 2022. The Audit Committee has also discussed with Baker Tilly the matters required to be discussed by Auditing Standards No. 16, adopted by the Public Company Accounting Oversight Board (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 Baker Tilly required by applicable requirements of the Public Company Accounting Oversight Board (United States) regarding "Communication with Audit Committees concerning Independence."

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited 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 filed with the Securities and Exchange Commission.

Audit Committee,

Jerry M. Schneider, CPA, Chairman

Francis V. Cuttita

Charles A. Zabatta

By Order of the Board of Directors

Andrew H. Reich

Secretary

Dated: September 20, 2024