Daniel G. Cohen
About Daniel G. Cohen
Daniel G. Cohen, age 55, is Executive Chairman of Cohen & Company Inc. (COHN) and of the Board of Managers of Cohen & Company, LLC, serving in this role since May 24, 2022; he previously held CEO/CIO and Chairman roles across the company’s operating entities dating back to 2006 . He is a controlling shareholder, beneficially owning 69.3% of COHN common stock and 100% of the voting Series E and Series F preferred stock, with nomination rights via the 2013 CBF Purchase Agreement, underscoring concentrated governance influence . 2024 pay-for-performance was discretionary but aligned to improved operating traction: adjusted revenue rose 17% to $92.6 million and CCM net revenue increased $17.1 million year-over-year; TSR improved to 173 from 93, while consolidated net income remained negative, highlighting mixed fundamental momentum versus shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cohen & Company Inc. | Executive Chairman | May 24, 2022–present | Oversight of strategic expansion; equity compensation oversight; cessation of prior “Cohen Allocations” |
| Cohen & Company Inc. | Chairman of Board (prior) | Feb 21, 2018–May 24, 2022 | Leadership through capital markets expansion; preceded by European business roles |
| Cohen & Company Inc. (European Business) | President & Chief Executive | Sep 16, 2013–May 24, 2022 | Ran European business; prior FCA-regulated subsidiary leadership |
| Cohen & Company LLC | Vice Chairman; CEO/CIO; Chairman (earlier) | 2001–2013; various | Built broker-dealer platform; CIO and CEO roles; Board of Managers oversight |
| J.V.B. Financial Group, LLC (indirect subsidiary) | Chairman & CEO | Jul 19, 2012–Sep 16, 2013 | Led broker-dealer subsidiary (JVB) operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Bancorp Inc. (NASDAQ: TBBK) | Chairman; Chair, Executive Committee | Since 1999 | Long-standing banking governance; broad financial sector insight |
| FinTech Acquisition Corp. IV | CEO | May 2019–Jun 2021 | Led $230M SPAC; business combination with Perella Weinberg Partners |
| FinTech Acquisition Corp. II & III | Director/CEO roles | 2015–2021 | Led $175M and $345M SPACs; combinations with Intermex, Paya |
| Insurance Acquisition Corp.; INSU Acquisition Corp. II | Chairman | 2018–2021 | SPAC mergers with Shift Technologies and Metromile |
| Star Asia; Muni Funding Co. of America | Director | 2007–2014; 2007–2011 | Real estate and municipal finance oversight |
| Academic/Community | University of Pennsylvania Academy; University of Chicago Visiting Committees; Trustee, List College | Various | Thought leadership and governance exposure |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (Approved) |
|---|---|---|---|
| Base Salary ($) | 655,200 | 674,900 | 700,000 (effective 1/1/2025) |
| All Other Compensation ($) | 40,018 | 59,162 | — |
Performance Compensation
| Incentive Type | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual Cash Bonus ($) | 1,166,000 | 2,000,000 | Discretionary; driven by adjusted revenue growth, CCM expansion, mortgage book growth, capital optimization |
| Equity Award (LLC Units or Stock) ($) | 142,847 | 215,431 | 211,000 restricted LLC Units each year; vest in thirds on 1/31/2026–2028 (2024 grant) and 1/31/2025–2027 (2023 grant) |
| Deferred Compensation ($) | — | 1,053,696 | Awarded under Non-Qualified Deferred Compensation Plan |
Performance metrics considered for 2024 included: adjusted revenue up $13.6 million to $92.6 million (+17%), CCM net revenue up $17.1 million to $38.9 million, mortgage gestation repo book to $2.7 billion (+30%+), new sales/trading hires (12), bank facility extension, JKD note restructuring .
Equity Ownership & Alignment
| Ownership Element | Amount | Alignment Detail |
|---|---|---|
| Series E Preferred (Voting) | 4,983,557 (100% of class) | Votes with common; amplifies control |
| Series F Preferred (Voting) | 22,429,541 (100% of class) | Held directly and via DGC Trust |
| Common Stock Beneficial | 4,274,548 (69.3% of common) | Includes 1,564,082 shares into which 15,640,819 LLC Units are redeemable within 60 days, 525,200 from 5,252,002 CBF LLC Units, 2,022,509 via DGC Trust LLC Units; 4,017 direct shares |
| Trusts/Entities | EBC Trust: 80,000 shares; CBF: 78,740 shares | Cohen is trustee/sole member; sole voting/dispositive power |
| Vested vs Unvested | 2,633,011 restricted LLC Units outstanding; multiple tranches vest through 2028 | Redeemable at company option for cash or 1 share per 10 LLC Units post-vesting |
| Pledging/Hedging | Hedging discouraged; no formal policy; no pledging disclosure found | Insider trading policy in place |
Detailed Vesting Schedules (Outstanding as of 12/31/2024)
| Grant Date | Instrument | Amount | Vesting Dates & Amounts | Conversion Terms |
|---|---|---|---|---|
| Oct 22, 2020 | Restricted LLC Units | 800,000 | 400,000 vested 1/31/2025; 400,000 vest 1/31/2026 | Each 10 LLC Units redeemable into 1 common share at company option |
| Oct 28, 2021 | Restricted LLC Units | 1,200,000 | 400,000 vested 1/31/2025; 400,000 vest 1/31/2026; 400,000 vest 1/31/2027 | 10:1 Units:Share redemption |
| Dec 20, 2021 | Restricted LLC Units | 70,334 | 70,334 vested 1/31/2025 | 10:1 Units:Share redemption |
| Dec 20, 2022 | Restricted LLC Units | 140,667 | 70,333 vested 1/31/2025; 70,334 vest 1/31/2026 | 10:1 Units:Share redemption |
| Dec 21, 2023 | Restricted LLC Units | 211,000 | 70,333 vested 1/31/2025; 70,333 vest 1/31/2026; 70,334 vest 1/31/2027 | 10:1 Units:Share redemption |
| Dec 20, 2024 | Restricted LLC Units | 211,000 | 70,333 vest 1/31/2026; 70,333 vest 1/31/2027; 70,334 vest 1/31/2028 | 10:1 Units:Share redemption |
Insider selling pressure: tax-driven redemptions of LLC Units occurred on 2/1/2023 (479,380 units at $0.878), 2/1/2024 (443,474 units at $0.711), and 2/5/2025 (460,679 units at $0.991) to fund taxes upon vesting, creating periodic liquidity events but not discretionary sales .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended & Restated Employment Agreement (effective Sep 16, 2013); auto-renews annually unless terminated; Amendment No. 1 on May 24, 2022 designated Executive Chairman and ended “Cohen Allocations” |
| Guaranteed Pay | Minimum $600,000; increased to $630,000 (2017), $655,200 (2023), $674,900 (2024), $700,000 (2025) |
| Severance (Without Cause/Good Reason) | Lump sum of accrued unpaid amounts; plus 3x average guaranteed payments over prior 3 years or minimum $1,000,000; pro-rated allocations for period; full vesting of outstanding equity awards |
| Death/Disability | Lump sum of remaining-year guaranteed pay; pro-rata allocations; full vesting of outstanding equity awards |
| Change in Control | Immediate full vesting of unvested equity awards; if remains through first anniversary then departs within 6 months, treated as Good Reason |
| 280G Cutback | Reduce parachute payments to $1 below excise threshold unless reduction ≥ $50,000, in which case no reduction (full payment) |
| Restrictive Covenants | Six-month non-compete in European fixed-income sales/trading and investment banking; six-month non-solicit of employees/customers; board service at competitor allowed with recusal for conflicts |
| Clawback | SEC Rule 10D‑1-compliant clawback adopted Oct 1, 2023; applies to erroneously awarded incentive-based compensation upon restatements |
Board Governance
- Role and Independence: Cohen is Executive Chairman; not independent; CEO and Chair split between Cohen (Executive Chairman) and Brafman (CEO); Board deems separation appropriate but retains flexibility to recombine roles . Independent directors: Dawson, Haraburda, Liberto; DiMaio not independent due to related-party obligations .
- Nomination Rights: CBF Purchase Agreement grants Cohen-affiliated entity the right to designate a director when it and affiliates own ≥10% of COHN common; Board has a contractual obligation to recommend his election .
- Committees and Chairs: Audit (Chair: Dawson; members Dawson, Haraburda, Liberto; 6 meetings in 2024) ; Compensation (Chair: Haraburda; members Dawson, Liberto; 2 meetings) ; Nominating & Corporate Governance (Chair: Liberto; members Dawson, Haraburda; 2 meetings) .
- Board Activity: Board held four meetings in 2024; each director attended ≥75%; independent directors met in executive session twice .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (initial $100) | 64 | 93 | 173 |
| Net Income ($) | (13,389,900) | (5,113,000) | (129,000) |
| Adjusted Revenue ($mm) | — | 79.0 | 92.6 |
- 2024 initiatives: CCM advisory revenue $61.6 million from 47 clients; CCM net revenue $38.9 million, up $17.1 million; IPO underwriting expansion; mortgage gestation repo book reached $2.7 billion; 12 sales/trading hires; extended $15 million Byline Bank facility; restructured $5.1 million of JKD investment agreement into a 12% promissory note and repaid $2.6 million in cash .
Related Party Transactions (Governance Red Flags)
- JKD Capital Partners I LTD: Investment and senior notes with entity owned by Vice Chairman DiMaio; 2024 Redemption Agreement converted $5.146 million to a 12% note and cash repaid $2.573 million; ongoing interest expense recorded; maturity extensions and rate increases in 2024 .
- Vellar Opportunities GP LLC: Transactions and distributions tied to Solomon Cohen (Daniel’s son) as portfolio manager; Cohen & Company sold its interest to Solomon Cohen and Jason Capone; structured revenue share up to $4.234 million and reduced litigation funding commitment (to $1.084 million); resignation of Solomon Cohen from company roles .
- Stoa USA Inc./FlipOS: Investment written off; principal transactions loss recognized in 2023 .
Equity Plan and Option Practices
- 2020 Long-Term Incentive Plan: Amended to increase authorized shares over time; Amendment No. 3 proposes raising to 2,500,000 shares; restricted LLC Units and restricted stock favored; broad-based eligibility including directors and executive officers .
- Repricing Controls: Plan prohibits reducing option/SAR exercise prices or replacing with lower-priced awards without shareholder approval .
- Grant Timing: Typically December; no timing around MNPI; vest multi-year to support long-term performance and retention .
Director Compensation (Non-Employee Directors)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| G. Steven Dawson | 104,500 | 11,231 | 115,731 |
| Jack DiMaio | 82,500 | 11,231 | 93,731 |
| Jack Haraburda | 86,750 | 11,231 | 97,981 |
| Diana L. Liberto | 86,750 | 11,231 | 97,981 |
Daniel G. Cohen’s compensation is included in Named Executive Officer tables (not in director compensation) .
Employment & Contracts (Retention Risk)
- Tenure: Executive Chairman since 2022; long corporate history across COHN’s operating entities .
- Term and Renewal: Auto-renewing one-year terms; robust severance and CoC protections may reduce voluntary exit risk .
- Non-Compete/Non-Solicit: Limited in duration (6 months) and scope (European sales/trading and IB), suggesting moderate competitive re-entry restriction post-departure .
- Clawback: Strengthens pay-for-performance enforcement in the event of financial restatement .
Say-on-Pay & Advisory Vote Frequency
- 2025 Proxy includes advisory say-on-pay and frequency votes; Board recommends “every three years” based on long-term evaluation of compensation outcomes; next say-on-pay planned for 2028 absent policy changes .
Compensation Structure Analysis
- Cash vs Equity Mix: Significant uptick in 2024 cash and deferred cash components ($2.0M cash bonus; $1.05M deferred), with modest equity awards ($215k), indicating higher guaranteed/near-cash compensation versus equity at risk .
- Instrument Mix: No options outstanding; emphasis on restricted LLC Units (10:1 unit-to-share redemption) and restricted stock, lowering risk profile compared to options .
- Discretion: Bonus determinations were fully discretionary in 2023–2024; performance metrics were considered qualitatively (adjusted revenue, CCM net revenue, mortgage book growth, capital optimization) without disclosed weights/targets .
- Governance Controls: No option repricing without shareholder approval; clawback policy implemented in 2023 enhancing accountability .
Board Service History, Committee Roles, Dual-Role Implications
- Board Service: Cohen has served as Executive Chairman since 2022, with prior service as Chairman (2006–2013; 2018–2022), Vice Chairman (2013–2018), CEO/CIO (2009–2013) .
- Committees: Cohen does not sit on Audit, Compensation, or Nominating committees (all independent); maintains chair role of the Board .
- Independence & Control: Not independent due to employment; contractual nomination rights and dominant voting control may limit board independence dynamics; independent directors meet in executive sessions and comprise all committee memberships .
Investment Implications
- Alignment: Very high insider ownership, full control of voting preferred, and large convertible LLC Unit positions align Cohen’s interests with equity value creation, but also entrench control and reduce governance contestability .
- Compensation Signals: Elevated 2024 cash and deferred payouts with discretionary determinations indicate confidence in operational progress but reduce equity-at-risk signaling; multi-year LLC Unit vesting supports retention through 2028 .
- Trading Pressure: Regular vesting and tax redemptions create predictable liquidity events around late January–early February, potentially affecting short-term supply; redemptions in 2023–2025 were tax-driven rather than discretionary sales .
- Governance Risk: Related-party transactions (JKD; Vellar) and nomination rights present conflict risk; mitigants include independent committees, meeting cadence, and clawback policy .
- Performance Trajectory: TSR improved in 2024 despite negative net income; adjusted revenue and CCM metrics strengthened, suggesting improving operating leverage; outcome variability warrants monitoring of bonus discretion and future pay mix .