David Shane
About David Shane
David Shane, age 58, is Binah Capital Group’s Chief Financial Officer and a member of the Board of Directors; he is a CPA, holds a Series 27 FINRA registration, and has a finance degree from Indiana University with 30+ years of financial services experience across broker-dealers, RIAs, asset management and alternatives, plus audit partner roles at RSM and FGMK . He commenced in his current roles on March 15, 2024, and serves as a co-CODM (Chief Operating Decision Maker) alongside the CEO, reflecting a central role in performance assessment and resource allocation . Company operating performance under his tenure shows year-over-year growth in 2025 quarterly revenues and EBITDA (e.g., Q1 revenue $48.9M and EBITDA $2.2M; Q2 revenue $41.5M and EBITDA $1.0M; Q3 revenue $46.2M and EBITDA $2.9M) , following FY 2024 revenue of $168.9M and EBITDA of $1.9M during the business combination year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RSM US LLP | Financial Services Audit Partner | — | Led audits for public and private financial services firms; deep accounting and regulatory expertise . |
| FGMK, LLC | Financial Services Audit Partner | — | Public accounting leadership; transaction structuring and capital markets experience . |
| Sanctuary Wealth Group | Chief Financial Officer | — | Financial leadership at a financial services firm; relevant CFO domain expertise . |
| Independent Consultant | Financial Advisory Consultant | — | Provided accounting, financial reporting, regulatory reporting and transaction structuring services for financial services companies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in proxy/registration materials . |
Fixed Compensation
| Component | 2024 Value |
|---|---|
| Salary ($) | $77,083 |
| Bonus ($) | $350,000 (discretionary/guaranteed minimum for 2024) |
| Option Award ($) | — (no equity granted in 2024; plan to grant going forward) |
| All Other Compensation ($) | — |
| Employment Agreement Cash Terms (entered Aug 14, 2024) | Detail |
|---|---|
| Annualized Base Salary | $400,000 (2024) |
| Target Bonus | Up to 100% of base salary, with potential up to 200% for exceptional performance |
| 2024 Bonus Guarantee | No less than $350,000 |
| Bonus Determination | Based on Company performance and Shane’s goals set by Compensation Committee and Board |
| Bonus Timing | Payable no later than March 31 following the bonus year, subject to employment through Dec 31 |
Performance Compensation
| Annual Bonus Design | Target | Actual (2024) | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|
| Cash Incentive | Up to 100% of base; up to 200% for exceptional performance | $350,000 (guaranteed minimum for 2024) | Based on Company performance and Shane’s goal achievement (Comp Committee/Board) | Payable by Mar 31 following year; requires employment through Dec 31 of bonus year |
| Stock Options | Grant Size/Value | Strike | Expiration | Vesting | Change-in-Control (CIC) |
|---|---|---|---|---|---|
| Initial Options (grant no later than Sep 15, 2025) | 250,000 shares | Fair market value at grant | 10 years (subject to earlier termination) | 1/3 vests Dec 31, 2025; 2/3 vests ratably monthly over remainder of initial term, first vest on Jan 31, 2025 | Full acceleration upon CIC |
| Annual Options (on each anniversary of Closing) | Grant-date fair value = $350,000 | Fair market value at grant | 10 years | Ratable monthly over 3 years from grant | Full acceleration upon CIC |
Notes: All options forfeited upon termination for Cause . Equity awards were not issued as of Dec 31, 2024, though future grants are planned under the 2024 Equity Incentive Plan .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| David Shane | — | — |
- Anti-hedging and anti-pledging: Company policy prohibits short-sales, options/derivatives, hedging transactions, and pledging/margin holdings by employees, officers, and directors (including family members) .
- Director compensation policies: Employee directors receive no additional compensation for Board service; non-employee directors have separate cash/option programs .
- Stock ownership guidelines: Not disclosed in proxy .
Employment Terms
| Term | Detail |
|---|---|
| Start Date (current role) | March 15, 2024 |
| Agreement Date | August 14, 2024 (Shane Agreement) |
| Initial Term & Renewal | Three-year initial term; at-will; renewable for successive one-year terms subject to Shane notice and Board approval |
| Severance (without Cause or for Good Reason) | Lump-sum equal to then-current base salary and target annual bonus for the greater of remainder of term or the Restricted Period, payable on first regular payday occurring 60 days post-termination; accelerated vesting of all outstanding options |
| Severance (resignation without Good Reason or non-renewal) | Lump-sum equal to then-current annual base salary and target annual bonus, paid on first regular payday 60 days post-termination, in exchange for non-competition agreement |
| Conditions | Severance contingent on execution of mutual release effective before the 60th day post-termination |
| Cause (summary) | Includes felony/serious misdemeanor (moral turpitude, fraud, theft) or material breach causing damage, with notice and cure if applicable |
| Good Reason (summary) | Material diminution in responsibilities/authority/duties; decrease in base or target bonus; Company material breach; with defined notice and cure process |
| CIC Treatment | All options (initial and annual) fully accelerate upon Change in Control |
| Clawback Policy | Compliant with SEC Rule 10D-1; recovery of erroneous incentive-based compensation for affected officers on restatement |
Board Governance
- Role and classification: Director (Class III); term until 2027 annual meeting .
- Independence: Board determined independent directors are Crane, Hynes, and Marks; as CFO, Shane is not independent .
- Committee memberships: Audit Committee—Marks (Chair), Crane, Hynes; Compensation Committee—Hynes (Chair), Crane; Nominating & Corporate Governance—Crane (Chair), Marks; Shane is not listed on any Board committee .
- Board leadership: CEO Craig Gould is also Chairman, an executive dual-role; Shane serves concurrently as CFO and Director, indicating potential independence considerations mitigated by independent committee leadership .
Director Compensation
| Program | Detail |
|---|---|
| 2024 Non-Employee Director Fees (actual) | $60,417 cash for each of Crane, Hynes, Marks |
| 2025 Non-Employee Director Program | $75,000 cash retainer plus 7,500 option award |
| Employee Directors | No additional Board compensation |
Performance & Track Record
| Metric | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Total Revenue ($USD Millions) | $48.9 | $41.5 | $46.2 |
| Net Income ($USD Millions) | $1.0 | $(0.7) | $1.8 |
| EBITDA ($USD Millions) | $2.2 | $1.0 | $2.9 |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue ($USD Millions) | $168.0 | $168.9 |
| Net (Loss) Income ($USD Millions) | $0.6 | $(4.6) |
| EBITDA ($USD Millions) | $6.8 | $1.9 |
| Adjusted EBITDA ($USD Millions) | $8.4 | $6.3 |
- CFO responsibilities affirmed via SOX 302/906 certifications in Q3 2025 filings .
- CODM designation includes CEO and CFO; performance is assessed using net income/loss before taxes, with focus on commissions/fees, employee comp, and professional fees .
Equity Ownership & Alignment Details
- Beneficial ownership (as of June 2, 2025): Shane reported no beneficial ownership; group of directors/executives collectively held ~1.86% (primarily CEO Gould) .
- Section 16 compliance: Company states required filings were timely other than noted late Forms 4 for Gould and MHC; no Shane-specific delinquencies disclosed .
- Prior pledging arrangements involved CEO Gould and MHC; those stock pledge agreements were terminated with refinancing; no pledging disclosed for Shane .
Investment Implications
- Pay-for-performance alignment: 2024 included a guaranteed bonus and time-based option grants (with full CIC acceleration), which can dilute strict pay-for-performance linkage; monitoring vest dates (e.g., initial 1/3 vest on Dec 31, 2025 and monthly vesting thereafter) is prudent for potential liquidity/selling pressure signals .
- Retention and change-in-control economics: Lump-sum severance equal to base + target bonus for the greater of remaining term or restricted period, coupled with accelerated vesting, materially reduces voluntary departure costs and could influence negotiations or decision-making around strategic transactions .
- Alignment and risk controls: Shane reported no beneficial ownership as of the proxy date, but will receive meaningful option grants; the company’s strict anti-hedging/anti-pledging policy and clawback framework mitigate misalignment and restatement risk for incentive pay .
- Governance: CEO serves as Chairman; CFO serves on the Board and is not independent; however, key committees (Audit, Compensation, Nominating) are led by independent directors which partially addresses independence concerns for oversight of financial reporting and pay .
- Execution track record: 2025 YTD shows revenue and EBITDA growth with improving profitability versus 2024, indicating operational traction under current leadership; Shane’s SOX certifications and CODM role underscore accountability for controls and financial reporting .