SIEB Siebert Financial Corporation

DIRECTORS AND OFFICERS PRIOR TO THE CHANGE IN CONTROL

 

Patricia L. Francy Age 71 Director		Patricia Francy retired as Special Advisor for Alumni Relations and Treasurer & Controller, Columbia University, December 31, 2005. Ms. Francy is a director of Old Westbury Funds, Inc., the Matheson Foundation, the Guttman Foundation and the Muriel F. Siebert Foundation. Ms. Francy became a director on March 11, 1997. Ms. Francy is one of two executors of the Estate of Muriel F. Siebert, our former Chairwoman, President and Chief Executive Officer, although she does not possess the power in that capacity to control the voting of the shares of our common stock held by the Estate.   Specific experience, qualifications, attributes or skills:   Ms. Francy served as Treasurer and Controller of Columbia University from 1989 until 2003. She had been affiliated with Columbia University since 1968, and has served as a Director of Finance and Director of Budget Operations. Ms. Francy was Governor of the Columbia University Club of New York, and a former director for the Children’s Tumor Foundation and the Metropolitan New York Library Council. She serves on the Outward Bound Advisory Board. Ms. Francy participates as director emeritus of Junior Achievement Worldwide, and is a member of the Economic Club of New York and the International Women’s Forum. Ms. Francy provides expertise on financial matters
Nancy Peterson Hearn Age 82 Director		Nancy Peterson Hearn is Chairwoman of Peterson Tool Company, Inc. and was its President/CEO from 1979 until 2012. Ms. Hearn became a director on June 4, 2001.   Specific experience, qualifications, attributes or skills:   A nationally recognized business entrepreneur, Nancy Peterson Hearn is chairman of Peterson Tool Company, Inc. Under her leadership, the company has made exponential gains in sales, production and reputation, and is ranked among the world’s premier designers and manufacturers of custom insert tooling. Peterson Tool successfully received ISO 9001 certification, and has earned numerous quality and certification awards including General Motors’ Targets for Excellence Award and Caterpillar’s coveted Certified Supplier of Quality Materials awards.

		She was the first American to earn the prestigious Veuve Clicquot Business Woman of the Year Award (1990). Ms. Hearn has a distinguished leadership record that includes roles on some of the most prestigious boards in the nation. She has served as Vice Chair of the Foundation, Southeast Region Chair and Membership Chair for Committee of 200 (“ C200 ”), an international organization of businesswomen, which has established the Nancy Sanders Peterson Scholars Award in her honor. She chaired the C200 Auction from 2000 to 2008, and her efforts helped raise several millions of dollars for the C200 Foundation. She has also served on the boards of The Society of International Business Fellows, the Aquinas College Board of Governors, the Mississippi University for Women’s National Board of Distinguished Women, Nashville Symphony, Cheekwood Museum and Botanical Gardens and Nashville Ballet.   Most recently, she received the Golden Micrometer Award from Precision Machine Producers Association for 40 Years of service in the metal working industry.   Ms. Hearn has a longstanding record of community activism that includes roles in Leadership Nashville, the Tennessee Workforce Development Board, the Parents for Drug Free Youth. As a spokesperson for private industry, she champions the advancement of sound economic policies and professional healthcare standards.   Ms. Hearn is the mother of six adult children, two of whom are actively involved in Peterson Tool Company, Inc.
Jane H. Macon Age 70 Director		Jane Macon is a Partner with the law firm of Bracewell LLP. Prior to joining the Bracewell firm in October 2013, she was a Partner in the law firm of Fulbright & Jaworski L.L.P., San Antonio, Texas for nearly 30 years. Norton Rose Fulbright US LLP (formerly Fulbright & Jaworski L.L.P.) and Bracewell LLP continue to provide legal services to the Company. Ms. Macon became a director on November 8, 1996 and was named Chairwoman in August 2013. Ms. Macon is one of two executors of the Estate of Muriel F. Siebert, our former Chairwoman, President and Chief Executive Officer and, in that capacity, she possesses the power to control the voting and disposition of the shares of our common stock held by the Estate.   Specific experience, qualifications, attributes or skills:   Ms. Macon centers her legal practice on public finance and administrative law, public and private partnerships, real estate, zoning, platting, condemnation and municipal bonds. Prior to joining Fulbright & Jaworski L.L.P. in 1983, Ms. Macon served as the first female city attorney of the City of San Antonio where she served in that position from 1977 to 1983. Active in professional organizations, Ms. Macon is a past president of the International Women’s Forum, the Women Lawyers of Texas and the San Antonio Young Lawyers Association. She presently serves as the program chair of the San Antonio Bar Association. She has served as a member of the Boards of Directors for the following national boards: NOW Legal Defense Fund, Child Care Action Campaign, Center for Democracy, National Women’s Political Caucus, National Nurses League and National Civic League (formerly National Municipal League). Ms. Macon is also a member of the San Antonio and American Bar Associations and the State Bar of Texas. She has received both awards as Outstanding Young Lawyer of Texas and the Outstanding Young Lawyer of San Antonio and is listed in Who’s Who in America. Ms. Macon was recently awarded the Prevent Blindness Texas Person of Vision Award signed by Gov. Rick Perry and the Hope Award by the WOW (Women’s Opportunity Week by the Greater San Antonio Chamber of Commerce). Ms. Macon provides expertise on legal matters.

Robert P. Mazzarella Age 69 Director		Robert Mazzarella formerly served as a director and as a member of the audit and compensation committees of Placemark Investments, Inc., a registered investment adviser in Wellesley, Massachusetts, and Investors Capital Holdings Ltd., in Lynfield Massachusetts. Mr. Mazzarella also acts as a consultant to a number of major financial services firms and venture capital firms. Mr. Mazzarella became a director on March 1, 2004.   Specific experience, qualifications, attributes or skills:   Mr. Mazzarella retired from Fidelity Investments Brokerage Services LLC in January 2002, at which time he served as its president. The Board of Directors has determined that Mr. Mazzarella qualifies as an “audit committee financial expert” under the applicable rules of the Securities and Exchange Commission. Mr. Mazzarella provides expertise on financial and brokerage matters.
Joseph M. Ramos, Jr. Age 58 Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary		Mr. Ramos has been Executive Vice President, Chief Financial Officer and Assistant Secretary of Siebert since February 10, 2003, Chief Financial Officer of Siebert, Brandford, Shank, & Co., L.L.C. since April 20, 2009 and Chief Operating Officer Since June 10, 2013. From May 1999 to February 2002, Mr. Ramos served as Chief Financial Officer of Internet Financial Services, Inc. From November 1996 to May 1999, Mr. Ramos served as Chief Financial Officer of Nikko Securities International, Inc. From September 1987 to March 1996, Mr. Ramos worked at Cantor Fitzgerald and held various accounting and management positions, the last as Chief Financial Officer of their registered broker-dealer based in Los Angeles. From October 1982 to September 1987, Mr. Ramos was an audit manager for Deloitte & Touche LLP, a public accounting firm. Mr. Ramos is a Certified Public Accountant licensed in the State of New York.

 

DIRECTORS AND OFFICERS AFTER THE CHANGE IN CONTROL

 

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

*  Less than 1%

 

(1)

The address for each person named in the table is c/o Siebert Financial Corp., 885 Third Avenue, Suite 3100, New York, New York 10022.

 

(2)

All such shares will be acquired by Kennedy Cabot Acquisition in connection with the transactions contemplated by the Acqusition Agreement.

 

(3)

Includes options to purchase shares of our common stock which are currently exercisable.

 

(4)

Includes options to purchase an aggregate of 240,000 shares of our common stock described above which are currently exercisable.

 

Kennedy Cabot Acquisition has entered into a $3,000,000 Standby Capital Commitment Agreement, effective as of the closing of transactions contemplated by the Acqusition Agreement, in exchange for 3,000,000 common stock purchase warrants exercisable at $1.20 per warrant.

 

LEGAL PROCEEDINGS

 

TRANSACTIONS WITH RELATED PERSONS

 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

CORPORATE GOVERNANCE

 

Board Meetings

 

Controlled Company

 

Audit Committee of the Board of Directors

 

Compensation Committee of the Board of Directors

 

Nominating Committee of the Board of Directors

 

Indemnification of Officers and Directors

 

Annual Shareholders Meeting Attendance Policy

 

Code of Ethics

 

Board Leadership Structure and Board of Directors

 

The Board of Directors’ Role in Risk Oversight

 

EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

 

(1)	Represents the dollar amount recognized for financial statement reporting in accordance with ASC Topic 718.

 

(2)	Ms. Shank was named Acting Chief Executive Officer effective September 16, 2013 at a salary of $250,000 annually.  Ms. Shank has resigned from her position as Acting Chief Executive Officer of Siebert Financial Corporation effective as of February 27, 2015.

 

(3)	Mr. Ramos was named to the additional position of Chief Operating Officer effective June 17, 2013.

 

Grants of Plan-Based Awards

 

 

 

 

Termination of Employment and Change-in-Control Arrangements

 

(1)         Ms. Francy is the Chairwoman of the Audit Committee.

 

(2)         Ms. Hearn is the Chairwoman of the Nominating Committee.

 

(3)         Ms. Macon is the Chairwoman of the Board and Compensation Committee.

 

(4)         Mr. Mazzarella is the Audit Committee Financial Expert.

 

As compensation for extraordinary services rendered to the Company in connection with the evaluation and negotiation of strategic alternatives for the Company, each member of the Company's Board of Directors will receive a fee in the amount of $100,000 payable at the closing of the transactions contemplated by the Acquisition Agreement. The Board of Directors began evaluating strategic alternatives in August 2013, after the passing of Muriel Siebert and the process continued up to the execution of Acquisition Agreement. Because of the absence of Muriel Siebert's strong leadership during this process, the limited number of management personnel and concerns regarding maintaining confidentiality, the Board of Directors was heavily involved on almost a daily basis in the evaluation and negotiation of each strategic alternative and performed functions in relation to this process that are often delegated to senior management. The payment of these fees will result in a reduction of the purchase price payable to the Siebert Estate under the Acquisition Agreement and did not effect the amount of the Offer Price.

 

NO STOCKHOLDER ACTION REQUIRED

 

 

SIGNATURES

 

 

	SIEBERT FINANCIAL CORP.
Dated: October 21, 2016
	By:	/s/ Joseph M. Ramos, Jr.
		Executive Vice President, Chief Operating Officer, Chief Financial Officer and Secretary

 

 

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