Peter Goldstein
About Peter D. Goldstein
Peter D. Goldstein (age 71) is Senior Vice President, Chief Legal Officer and Secretary of Associated Capital Group (AC), serving in this role since April 16, 2021; he initially joined the Gabelli organization in 1997. He previously served as Director of Regulatory Affairs and Associate General Counsel at GAMCO Investors (2004–2011), was General Counsel and CCO at Buckingham Capital Management, a litigation partner at Dorsey & Whitney, a Branch Chief in SEC Enforcement, and a senior compliance officer at Goldman Sachs Asset Management; he holds a B.A. (Brandeis), M.S. (Harvard), and J.D. magna cum laude (Boston College Law) . Company performance context: AC’s TSR proxy metric shows a $100 initial investment valued at $87.16 in 2024 (vs $85.53 in 2023), while net income rose to $44.3 million in 2024 from $37.5 million in 2023; AC states annual bonuses are discretionary and not tied to specific financial metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GAMCO Investors, Inc. | Director of Regulatory Affairs & Associate General Counsel | 2004–2011 | Led regulatory/legal function supporting asset management operations |
| Buckingham Capital Management, Inc. | General Counsel & Chief Compliance Officer | Not disclosed | Oversaw legal and compliance for investment adviser |
| Dorsey & Whitney (NY) | Litigation Partner | Not disclosed | Complex litigation experience relevant to financial services |
| U.S. Securities & Exchange Commission | Branch Chief, Enforcement Division | Not disclosed | Regulatory enforcement leadership supporting compliance rigor |
| Goldman Sachs Asset Management | Senior Compliance Officer | Not disclosed | Institutional compliance expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GAMCO Investors, Inc. | Chief Legal Officer | Current (start date not disclosed) | Dual employee with AC under the Transition Services Agreement |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 250,000 | 250,000 |
| Target bonus (%) | Not disclosed | Not disclosed |
| Actual annual bonus ($) | 25,000 | 25,000 |
| All other comp ($) | 2,083 | 1,852 |
| Total AC compensation ($) | 376,108 | 362,552 |
Bonus plan design: AC discloses that bonuses are discretionary and not tied to specific financial performance measures .
Performance Compensation
- Design: Equity is delivered via cash-settled Phantom Restricted Stock Awards (PRSAs) that are time-based (not performance-based). 30% vests on the 3rd anniversary of grant; 70% on the 5th. Upon vesting, the cash payout equals AC Class A fair value per share times vested units, plus cumulative dividends declared during the vesting period .
| Element | Metric | Weighting | Target | Actual/Payout | Vesting terms |
|---|---|---|---|---|---|
| Annual bonus (cash) | Discretionary | N/A | N/A | $25,000 (2024) | Paid annually; not formulaic |
| Stock awards (AC PRSAs) | Time-vest; value tracks AC A | N/A | N/A | Grant-date FV $85,700 (2024); $99,025 (2023) | 30% at year 3; 70% at year 5 |
Equity Vesting Schedule (AC PRSAs outstanding as of 12/31/2024)
| Tranche | Shares | Vest date |
|---|---|---|
| Grant A (part) | 4,900 | May 20, 2026 |
| Grant B (30%) | 750 (30% of 2,500) | May 30, 2026 |
| Grant B (70%) | 1,750 (70% of 2,500) | May 30, 2028 |
| Grant C (30%) | 750 (30% of 2,500) | June 25, 2027 |
| Grant C (70%) | 1,750 (70% of 2,500) | June 25, 2029 |
| Total unvested AC PRSAs | 9,900 | Market value $364,144 at 12/31/2024 (based on $34.26 and cumulative dividends) |
- Additional equity exposure (GAMCO): Unvested GAMCO phantom awards of 13,300 units (market value $321,594 at 12/31/2024) related to dual-employee services for GAMCO .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership (AC Class A) | 1,694 shares (<1%) |
| Shares outstanding (Class A) | 2,192,901 (as of Apr 16, 2025) |
| Ownership as % of Class A | ~0.08% (1,694 / 2,192,901) |
| Unvested AC PRSAs | 9,900 units; market value $364,144 at 12/31/2024 |
| Options (AC) | None disclosed |
| Pledging | Not disclosed |
| Hedging policy | Hedging/shorting of company stock prohibited for employees and officers |
| Ownership guidelines | Not disclosed |
Interpretation:
- Alignment relies more on unvested cash-settled PRSAs (economic exposure) than large direct share ownership; PRSAs reduce open-market selling pressure upon vest (cash payout vs share delivery), but create scheduled liquidity events (company cash outflows) around vesting dates (2026–2029) .
Employment Terms
- Employment agreement: AC discloses that Mario J. Gabelli is the only named executive with an employment agreement; no employment agreement is disclosed for Goldstein .
- Severance/Change-in-Control: Other than full vesting of outstanding PRSAs, no additional potential payments upon termination or change of control for named executive officers as of 12/31/2024 .
- Clawback provisions: No specific compensation clawback policy is disclosed in the proxy; AC highlights a Code of Conduct and hedging prohibitions .
- Non-compete / non-solicit / garden leave: Not disclosed.
- Dual employment and external compensation: In 2024, for services to GAMCO, Goldstein earned $473,148 in cash, $122,500 in GAMCO restricted stock grant-date value, and $35,000 in incentive-based variable compensation (total $630,648), separate from AC compensation .
Compensation Oversight and Governance
- Compensation Committee members: Daniel R. Lee and Frederic V. Salerno (both independent); the committee met once in 2024 and administers the Stock Award & Incentive Plan .
- Pay versus performance disclosure: AC reports TSR and net income in the PVP table but states bonuses are discretionary and not tied to specific financial metrics .
Investment Implications
- Pay-for-performance alignment: Annual cash bonuses are discretionary with no disclosed performance targets, and equity is time-based PRSAs; this structure offers retention via long vesting but limited direct linkage to operating metrics (potentially weaker pay-performance alignment for non-PEO executives) .
- Vesting/selling pressure: Goldstein’s PRSA vesting dates in 2026 (two tranches) and 2027/2028/2029 could create scheduled cash payouts; because PRSAs are cash-settled, they do not require share sales, limiting insider selling pressure but implying company cash outflows at vesting .
- Alignment and risk flags: Small direct shareholding (~0.08% of Class A) paired with meaningful unvested PRSAs suggests moderate economic alignment; no pledging disclosed; hedging is prohibited—a positive governance signal .
- Retention/transition risk: With no special severance or change-in-control benefits beyond PRSA acceleration, retention relies on unvested PRSAs and ongoing role attractiveness; upcoming vests support medium-term retention .
- Related-party complexity: Dual employment and compensation from GAMCO introduce intercompany ties; while permitted under transition agreements, investors should monitor potential conflicts and incentives from external awards .