Craig Gould
About Craig Gould
Craig Gould is Chief Executive Officer and Chairman of Binah Capital Group, Inc. (BCG), appointed at the March 15, 2024 business combination closing and serving as a Class III director with a term through 2027 . He previously signed corporate documents as CEO of Wentworth Management Services LLC at closing of the PIPE and related agreements . BCG’s filings do not disclose Gould’s age or education; performance metrics such as TSR, revenue and EBITDA growth tied to his pay were not specified for 2024, with annual bonus awards discretionary at the Board’s sole discretion .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wentworth Management Services LLC | Chief Executive Officer | 2024 | Executed financing and subscription agreements in connection with the BCG business combination and PIPE financing |
External Roles
No other public-company directorships or external board roles for Craig Gould are disclosed in the proxy or 8-K filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 412,500 (partial-year) |
| Bonus ($) | — | 350,000 (discretionary) |
| All Other Compensation ($) | 64,586 (commissions) | 28,169 (commissions) |
| Total ($) | 364,586 | 790,669 |
Key contract terms (Aug 14, 2024 agreement):
- Initial 5-year term, at-will, renewable in 3-year increments upon Board approval .
- Annualized base salary set at $600,000 for 2024 .
- Annual bonus eligibility at Board’s discretion; not less than any other executive’s annual bonus .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Discretionary; criteria similar to other senior executives | Not disclosed | Not disclosed | Not disclosed | $350,000 | N/A |
| Equity Awards (2024) | None granted in FY2024 | — | — | — | — | — |
| Future Options (Initial) | Time-based | — | 600,000 options | — | — | 10-year term; vesting time-based; accelerates on Change in Control |
| Future Options (Annual) | Time-based | — | Grant-date fair value equal to base salary | — | — | 10-year term; ratable monthly vesting over 3 years; accelerates on Change in Control |
| Future RSUs | Time-based | — | 500,000 RSUs (post S-8) | — | — | 50% vest at 1-year; 50% at 2-year from grant, subject to service |
| Fully Vested Share Grants | N/A | — | $220,000 grant post S-8; additional $220,000 in 2025 if personal guarantee continues | — | — | Fully vested at grant |
Notes:
- No equity awards were outstanding for any NEOs at FY-end 2024; no stock options granted in 2024 .
- The proxy does not disclose quantitative performance targets, weightings, or payout curves for Gould’s bonus.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 309,235 shares; 1.86% of outstanding 16,602,460 shares |
| Vested vs Unvested | No outstanding equity awards at FY-end 2024; future grants expected post S-8 |
| Options (Exercisable/Unexercisable) | None outstanding at FY-end 2024 |
| Pledging/Hedging | Company policy prohibits hedging and pledging of company stock for all insiders |
| Historical Pledge | Pledged up to 100% of owned shares to Oak Street at closing (Stock Pledge Agreement); pledge terminated upon refinancing |
| Ownership Guidelines | Not disclosed |
Implications:
- Anti-pledging policy reduces alignment risk, though prior pledge (now terminated) is a historical red flag .
- Upcoming RSU and option vesting could introduce periodic liquidity events once granted and vested .
Employment Terms
| Provision | Term |
|---|---|
| Start Date | March 15, 2024 (appointed CEO/Chairman at closing) |
| Contract Term | 5-year initial term; renewable in successive 3-year terms; at-will |
| Base Salary | $600,000 annualized for 2024 |
| Annual Bonus | Discretionary; criteria akin to other senior executives; not less than any other executive’s bonus |
| Initial Options | 600,000 options; 10-year term; time-based vesting; accelerates on Change in Control |
| Annual Option Grants | Annual options with grant-date fair value equal to base salary; 10-year term; monthly vest over 3 years; accelerates on Change in Control |
| RSUs | 500,000 RSUs post S-8; 50% vests at 1-year; 50% at 2-year from grant |
| Fully Vested Shares | $220,000 grant post S-8; +$220,000 in 2025 if personal guarantee continues |
| Severance (Without Cause/Good Reason) | 3x (base salary + prior-year bonus) lump-sum within ~60 days; all outstanding options accelerate |
| Severance (Resignation w/o Good Reason; Non-renewal) | Lump-sum equal to current base salary + target annual bonus in exchange for 12-month non-compete |
| Non-Compete | 12 months post-termination; compensation required if term not extended or resignation without Good Reason |
| Non-Solicit | 12 months post-termination (employees and customers) |
| Clawback | Company-wide policy under Exchange Act Section 10D applies to officers for erroneous incentive-based compensation on restatement |
Board Governance
| Attribute | Detail |
|---|---|
| Board Role | Chairman of the Board; Class III director |
| Director Since | March 15, 2024 |
| Committee Membership | Not listed on Audit, Compensation, or Nominating committees (current members: Marks/Crane/Hynes) |
| Independence | Not independent (only Crane, Hynes, Marks designated independent) |
| Executive Sessions | Independent directors hold regular executive sessions |
| Director Compensation | Employee-directors receive no additional board compensation; non-employee directors received $60,417 cash in 2024; 2025 program includes $75,000 cash + 7,500 options |
Dual-role implications:
- CEO + Chairman concentration may raise governance and independence concerns; lead independent director role is not disclosed .
Related Party Transactions and Guarantees
- At closing, Gould entered a Stock Pledge Agreement pledging 100% of his BCG shares as collateral under the Oak Street facility; the pledge agreement was later terminated upon refinancing .
- Gould provided personal guarantees tied to credit facilities; Byline Bank Limited Guaranty up to $5 million following refinancing .
- Company adopted related-party transaction approval policies overseen by the Audit Committee .
Risk Indicators & Red Flags
- Historical share pledge (now terminated) and ongoing personal guarantee obligations increase personal exposure and could influence liquidity preferences; company policy now prohibits pledging .
- Delinquent Section 16 reporting noted: Craig Gould’s Form 4 for business combination issuance was filed March 20, 2025 (late) .
- Prior KWAC internal control weaknesses cited in change-of-accountant disclosure (complex instruments classification, etc.); not specific to Gould but relevant to oversight environment .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, BCG is exempt from say-on-pay votes and CEO pay ratio disclosure; no historical approval percentages available .
Investment Implications
- Pay-for-performance alignment is evolving: 2024 CEO pay was cash-heavy and discretionary; equity awards are planned (options/RSUs) with CoC accelerators and generous severance (3x salary+bonus), which may weaken downside alignment without disclosed performance targets .
- Upcoming option and RSU vesting schedules could create periodic supply overhang once grants are made and S-8 is effective; monitor grant timing and vesting cadence .
- Governance risk: CEO/Chairman dual role and limited independent representation on committees could constrain oversight; however, anti-hedging/anti-pledging and clawback policies are positives .
- Credit-related guarantees: personal guarantee (Byline up to $5M) and historical share pledge (terminated) are notable; they may signal commitment but also potential liquidity considerations around vesting or market downturns .