Salvatore Sodano
About Salvatore F. Sodano
Independent director of Associated Capital Group, Inc. since the November 30, 2015 spin-off from GAMCO; age 69 as of March 31, 2025; Chair of the Audit Committee and designated “audit committee financial expert.” Former CEO/Chair of the American Stock Exchange (AMEX) and senior NASD executive; previously Vice Chair at Broadridge Financial Solutions; longstanding governance roles in healthcare and academia. Qualifications cited by the Board emphasize financial expertise and audit committee experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Stock Exchange (AMEX) | Chair & Chief Executive Officer | 1999–2004; remained Chair until retirement in 2005 | Led AMEX during NASD ownership; simultaneous NASD leadership roles |
| NASD (now FINRA) | Deputy COO & CFO (1998); COO & CFO (1999–2000); Vice Chair, NASD Board (2000–2004); Governor (1999–2004) | 1997–2004 | Senior governance and regulatory leadership across NASD and AMEX |
| Broadridge Financial Solutions | Vice Chair; led Broadridge Advisor Solutions (BAS) | Jun 2016–Jun 2020 | Oversight of BAS growth initiatives |
| Worldwide Capital Advisory Partners, LLC | Chair & CEO | Apr 2013–2020 | Corporate finance and advisory services leadership |
| Burke & Quick Partners | Senior Advisor to CEO; Chair of Strategy & Business Development | 2012–2019; Oct 2012–Aug 2013 | Strategic advisory to investment firm leadership |
| GCIA | Vice Chair & Director; Audit Committee Chair | Director Sep 2014–Aug 2016; Audit Chair Jan 2015–Aug 2016 | Chaired audit oversight at GCIA |
| Hofstra University – Frank G. Zarb School of Business | Dean; Sorin Distinguished Teaching Fellow; Adjunct Full Professor | Dean Jun 2006–Jun 2010; Teaching Fellow and adjunct (dates not specified) | Academic leadership and instruction |
| Hofstra University Board of Trustees | Chair | Oct 2002–Oct 2005 | Governance leadership (three one‑year terms) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catholic Health (17,000-employee healthcare system) | Chair, Board of Directors; Chair, Executive Committee; Chair, Executive Compensation Committee | Since Jan 2015 | System governance and compensation oversight |
- No other current public company directorships disclosed in the proxy.
Board Governance
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Chair; Member | Audit Committee comprised of independent directors Sodano, Lisman, Salerno; Sodano designated “audit committee financial expert” |
| Compensation Committee | — | Members: Lee, Salerno (both independent); not a member |
| Governance Committee | — | Members: Lee, Lisman (Chair), Salerno; not a member |
| Nominating Committee | — | Chair: Wilson; not a member |
- Independence: Board considered Sodano’s former GCIA board service and concluded he is independent (no material relationship impairing independence).
- Meetings and attendance: Board met 5 times in 2024; Audit Committee met 5 times; all directors attended at least 75% of meetings of the Board and their committees.
- Lead Independent Director: Frederic V. Salerno; independent directors meet in executive session at least annually.
- Controlled company: AC qualifies as a “controlled company” under NYSE rules (GGCP >50% voting power) and is exempt from certain independence requirements; Board currently has a majority of independent directors.
- Committee assignments for 2025 will be finalized after the annual election.
Fixed Compensation
| Component | 2024 Amount | 2025 Amount/Change | Notes |
|---|---|---|---|
| Annual Board retainer (non‑employee director) | $60,000 | $100,000 (effective Jan 1, 2025) | Increase in base cash retainer |
| Audit Committee Chair retainer | $20,000 | $20,000 | No change |
| Compensation Committee Chair retainer | $12,000 | $12,000 | No change |
| Governance Committee Chair retainer | $12,000 | $12,000 | No change |
| Board meeting fee (per meeting) | $5,000 | $5,000 | No change |
| Audit Committee meeting fee (per meeting) | $4,000 | $4,000 | No change |
| Compensation/Governance meeting fee (per meeting) | $3,000 | $3,000 | No change |
| Director | 2024 Fees Earned or Paid in Cash | Stock Awards ($) | Option Awards ($) | Total 2024 |
|---|---|---|---|---|
| Salvatore F. Sodano | $120,000 | $0 | $0 | $120,000 |
- Historical context: Non‑executive director pay has been entirely cash; no equity awards granted or outstanding to non‑executive directors in 2023 and 2022.
Performance Compensation
| Element | Details |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None granted to non‑executive directors in 2024; Sodano reported $0 for stock and option awards. |
| Performance metrics tied to director pay | Not applicable; director compensation is cash‑based (retainers/meeting fees) without disclosed performance metrics. |
Other Directorships & Interlocks
| Company/Entity | Nature | Period | Notes |
|---|---|---|---|
| GCIA | Former director; Audit Committee Chair | Director Sep 2014–Aug 2016; Audit Chair Jan 2015–Aug 2016 | Considered by AC Board in independence determination; Board concluded independent. |
| Catholic Health | Non‑profit board Chair; committee leadership | Since Jan 2015 | External governance role; not a public company. |
- Independence assessment explicitly considered Sodano’s former GCIA service; Board concluded no material relationship impairing independence.
Expertise & Qualifications
- Audit committee financial expert as defined by applicable securities regulations; extensive audit committee leadership experience.
- Former AMEX CEO/Chair and NASD Vice Chair/COO/CFO; deep markets and regulatory expertise.
- Senior operating and advisory roles in financial technology and advisory (Broadridge Advisor Solutions; Worldwide Capital).
- Academic leadership (Dean, Hofstra Zarb School; teaching fellow and adjunct professor).
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| Class A Common | 0 | <1% | April 16, 2025 |
| Class B Common | 0 (not listed for Sodano) | <1% | April 16, 2025 |
- Section 16(a) compliance: Directors and officers, including Sodano, were on time for 2024 ownership/transaction reporting based on the company’s review.
- Pledging/hedging: No pledging or hedging disclosure specific to Sodano was identified in the proxy.
Governance Assessment
-
Strengths
- Audit oversight: Chairs Audit Committee; designated financial expert; committee met five times in 2024, and the committee recommended inclusion of 2024 audited financials in Form 10‑K.
- Independence affirmed: Despite prior GCIA board service, the Board concluded Sodano is independent.
- Broad governance experience: Leadership across markets (AMEX/NASD), fintech (Broadridge), and healthcare system governance (Catholic Health).
-
Considerations for investors
- Alignment: Sodano beneficially owns no AC Class A or Class B shares as of April 16, 2025, indicating limited direct equity alignment.
- Controlled company structure: AC is a NYSE “controlled company,” reducing certain independence requirements; however, the Board states a majority of directors are independent and holds executive sessions led by a lead independent director.
- Pay structure: Director compensation is entirely cash‑based with no equity grants; 2025 cash retainer increased to $100,000, modestly increasing fixed compensation versus at‑risk equity.
RED FLAGS
- Zero personal equity ownership disclosed for a long‑tenured audit committee chair may be viewed as a potential alignment risk by some investors.
- Controlled company governance exemptions can heighten scrutiny of board independence and oversight rigor.