Joel Marks
About Joel Marks
Joel Marks (age 69) is an independent Class I director at Binah Capital Group, Inc. (BCG), serving since 2024, with his current term up for election to run through the 2028 annual meeting if re‑elected . He brings nearly 40 years in independent financial services, including senior executive and chairman roles across broker-dealer and wealth platforms, and began his career as a CPA with Deloitte after graduating from the University of Florida (CPA certified in 1978) . The Board has determined he is independent under Nasdaq standards, and BCG states its independent directors hold regularly scheduled sessions; Marks also chairs the Audit Committee, evidencing a governance-heavy portfolio on the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JWGenesis Financial Corp. | Senior executive roles | Through 2001 (company acquired by First Union in 2001) | Helped develop and implement strategy; M&A execution |
| First Allied Holdings, Inc. | Chairman | Through 2013 sale to RCAP; departed end of 2014 | Chairman at time of sale; led acquisition/integration of 20+ firms |
| The Legend Group | Chairman | Through 2013 sale to RCAP | Chairman; part of combined ~$350M revenue, 1,400 advisors, >$35B AUA at sale |
| Deloitte LLP | CPA (audit) | 1978–1983 | Public accounting foundation; CPA certification earned in 1978 |
| NEXT Financial Group (transaction advisor) | Independent consultant representing sale to Atria Wealth Solutions | 2019 | Sale advisory; industry transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jewish Federation of Greater Atlanta, Inc. | Lifetime Trustee; former Board Chair; governance committees | Ongoing | Civic/non-profit governance engagement |
Board Governance
- Board class and term: Class I (Crane, Marks), standing for election in 2025; term would expire at the 2028 annual meeting if elected .
- Independence: Board determined Marks is an independent director under Nasdaq rules; independent directors hold regularly scheduled meetings .
- Committees:
- Audit Committee Chair (members: Marks, Crane, Hynes); all members meet Nasdaq financial literacy requirements; Marks signed the 2024 Audit Committee report .
- Nominating & Corporate Governance Committee member (Chair: Crane) .
- Risk oversight: Audit Committee chartered to oversee financial reporting, internal controls, related-party transactions, and major financial risk exposures; committees report to the Board .
Fixed Compensation
| Year/Program | Cash Retainer ($) | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 actual | 60,417 | Not disclosed | Not disclosed | No stock awards or options in 2024 |
| 2025 non-employee director program (plan) | 75,000 | Not disclosed | Not disclosed | Program adds equity via options (see below) |
Performance Compensation
| Year/Program | Equity Type | Grant Size | Vesting/Performance Conditions | Notes |
|---|---|---|---|---|
| 2024 actual | None | — | — | No equity granted to directors in 2024 |
| 2025 non-employee director program (plan) | Stock options | 7,500 options | Vesting terms not disclosed; no performance metrics disclosed specific to director equity | Structure indicates shift toward equity alignment starting 2025 |
Performance metrics tied to non-employee director compensation
- No incentive performance metrics (e.g., revenue, EBITDA, TSR, ESG) are disclosed for director compensation; 2025 director equity is presented as option grants without performance conditions disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in BCG’s 2025 proxy biography for Marks |
| Prior public company boards | Not disclosed |
| Committee interlocks | Compensation Committee consists of Crane (member) and Hynes (Chair); Marks is not on Comp Committee; no interlocks disclosed in proxy |
| Private/non-profit boards | Lifetime Trustee, Jewish Federation of Greater Atlanta; governance committees |
Expertise & Qualifications
- Industry expertise: Decades in independent wealth/broker-dealer platforms; strategic growth and M&A integration (20+ acquisitions led) .
- Financial acumen: CPA background; Audit Committee Chair; Audit Committee members meet Nasdaq financial literacy requirements .
- Governance: Service on Nominating & Corporate Governance Committee; non-profit governance experience as lifetime trustee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested/Unvested/Options | Pledging/Hedging |
|---|---|---|---|---|
| Joel Marks | 0 | <1% | Not disclosed; no director equity outstanding as of 12/31/24 per director compensation table | Company policy prohibits hedging and pledging by directors |
Additional context on ownership structure
- Highly concentrated ownership among 5% holders: MHC Securities, LLC 54.28%; Wentworth Funding, LLC 8.21%; PPD Group, LLC 8.34%; Kingswood Global Sponsor LLC 6.63% .
Section 16(a) compliance
- The company notes timely Section 16(a) filings except for specific late filings related to Craig Gould and MHC; no delinquency is noted for Joel Marks .
Related-Party Exposure and Conflicts
- Audit Committee oversees related-party transaction reviews under a formal policy; transactions must be approved/ratified by the Audit Committee with the interested director recused .
- The proxy discloses multiple transaction agreements (registration rights, lock-up, voting agreements, warrant assumption, guarantee and stock pledge agreements, strategic alliance), but none identify Joel Marks as a participating related party .
Governance Assessment
Strengths and positive signals
- Independent director serving as Audit Committee Chair; audit oversight framework includes financial reporting, internal controls, and related-party review; committee prepared and signed the 2024 audit report (Marks as Chair) .
- Deep sector operating and M&A experience across independent wealth platforms; CPA background supports financial oversight .
- Anti-hedging/anti-pledging policy applies to directors, aligning with governance best practice .
- Independent directors hold regularly scheduled sessions, supporting independent oversight .
Watch items and potential red flags
- Alignment: Marks held zero BCG shares as of the record date; while the 2025 director program introduces option grants, the absence of current ownership may be viewed as low “skin in the game” until equity is granted/acquired .
- Concentrated control: A majority holder (MHC Securities at 54.28%) may limit minority investor influence; elevates the importance of robust independent oversight from Audit/Nominating committees where Marks serves/chairs .
- Post-SPAC control environment: The company’s change-in-auditor disclosure references material weaknesses identified by management as of Dec 31, 2023 in the legacy SPAC entity (KWAC) regarding complex instruments and accruals; as current Audit Chair, Marks’ committee oversight of remediation and control maturity is an area to monitor .
- Director equity plan disclosure: 2025 option awards for directors disclosed without vesting or performance conditions; clarify vesting to assess retention vs. performance linkage .
Say-on-pay and shareholder feedback context
- As an Emerging Growth Company, BCG is exempt from advisory say‑on‑pay and CEO pay ratio disclosures, reducing formal shareholder feedback channels on compensation .
Notes on Attendance and Engagement
- The proxy does not disclose individual director meeting attendance rates; BCG states independent directors have regularly scheduled meetings .
Appendix: Key Committee Charters and Responsibilities (Extract)
- Audit Committee: auditor oversight, financial reporting, internal controls, earnings releases, complaint procedures, related-party transaction review, major financial risk exposures; Marks (Chair), Crane, Hynes; all independent and financially literate per Nasdaq .
- Nominating & Corporate Governance: director nominations, board/committee evaluations, board composition and governance policies; Marks member (Chair: Crane) .
Overall view: Marks brings credible operator/CPA credentials and chairs Audit at a control-centric company post-business combination—positives for oversight. Alignment should improve with 2025 option grants, but current zero ownership and lack of disclosed vesting/performance conditions are worth investor attention. Focus areas to monitor include internal control remediation progress and clarity on director equity vesting.