Diana Louise Liberto
About Diana Louise Liberto
Diana Louise Liberto, Esq., age 67, has been an independent director of Cohen & Company Inc. since December 21, 2015. She holds a Juris Doctor with honors from Rutgers University School of Law and brings a corporate governance and legal background, including service in the Office of the General Counsel at Wal‑Mart Stores, Inc. Her board tenure includes chairing the Nominating & Corporate Governance Committee and service on the Audit and Compensation Committees since June 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. District Court (Clerkship) | Law Clerk | Sep 1991 – Sep 1992 | Federal clerkship grounding in judicial process |
| Philadelphia Law Firm | Attorney | Post‑clerkship (dates not specified) | Private practice experience |
| Wal‑Mart Stores, Inc. | Office of General Counsel – various capacities (incl. interim assignment with Wal‑Mart India) | 2004 – Oct 2015 | Corporate legal; international exposure |
| J3Personica | Advisory Board Member | 2014 – 2021 | Medical education selection and assessment advisory |
| WalkMyMind, Inc. | Chief Executive Officer | Oct 2015 – Apr 2018 | Corporate/personal wellness; leadership |
| WalkMyMind, Inc. & WMM Holding Co., LLC | President & CEO; Chair of Board | Apr 2018 – May 2024 | Strategy and governance for holding company |
External Roles
| Organization | Role | Status |
|---|---|---|
| Wal‑Mart Stores, Inc. | Corporate counsel roles | Former |
| J3Personica | Advisory board | Former (ended 2021) |
| WalkMyMind, Inc.; WMM Holding Co., LLC | President, CEO; Chair | Former (ended May 2024) |
No other current public company directorships are disclosed in the proxy biography .
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Independence: Board determined Ms. Liberto is independent under NYSE American and SEC rules .
- Attendance and engagement: Board held 4 meetings in 2024; each director attended at least 75% of board meetings. Independent directors met in executive sessions twice. Ms. Liberto attended the 2024 annual meeting .
- Committee meeting cadence and attendance (2024):
- Audit Committee: 6 meetings; each member attended at least 75% .
- Compensation Committee: 2 meetings; all members attended .
- Nominating & Corporate Governance Committee: 2 meetings; all members attended .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 82,500 | Standard non‑employee director fee |
| Chair, Nominating & Corporate Governance | 4,250 | Committee chair cash fee |
| Total cash fees (2024) | 86,750 | Sum of retainer + chair fee |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value per Share ($) | Total Grant‑Date Fair Value ($) |
|---|---|---|---|---|
| Unrestricted common stock | Dec 20, 2024 | 1,100 | 10.21 | 11,231 |
No option awards, RSUs, PSUs, or performance‑metric‑linked director equity are disclosed for Ms. Liberto in 2024; option awards are $0 .
Other Directorships & Interlocks
- Related‑party exposure: Duane Morris LLP serves as legal counsel to the Company and is treated as a related party because a partner at Duane Morris is a member of the same household as Ms. Liberto. Company expenses to Duane Morris were $632 in 2024 and $432 in 2023 .
- Oversight/approval process: Related‑party transactions must be approved or ratified by an Authorizing Body (Audit Committee, Nominating & Corporate Governance Committee, or a majority of disinterested directors) under the Company’s Code of Conduct .
Expertise & Qualifications
- Juris Doctor with honors (Rutgers University School of Law) .
- Corporate governance expertise and legal background from Wal‑Mart (including international assignment in India) .
- Executive leadership experience as CEO/Chair at WalkMyMind and WMM Holding Co. .
Equity Ownership
| Security | Beneficially Owned (as of Apr 10, 2025) | % of Class |
|---|---|---|
| Common Stock | 15,638 | <1% (asterisk in proxy denotes <1%) |
Company policy discourages hedging transactions; insider trading policy applies to directors and officers . No pledging or hedging by Ms. Liberto is disclosed.
Governance Assessment
- Independence and committee leadership: Ms. Liberto is independent and chairs Nominating & Corporate Governance, supporting board refreshment and governance practices; membership on Audit and Compensation enhances oversight breadth .
- Attendance and engagement: Board and committee attendance thresholds met (≥75% or full attendance where disclosed), indicating active engagement. Attendance at the 2024 annual meeting underscores investor‑facing participation .
- Ownership alignment: Holds 15,638 common shares (<1%). Alignment is modest relative to outstanding shares, but annual equity grants provide continuing exposure to shareholder outcomes .
- Potential conflicts and mitigants:
- Duane Morris related‑party link via household member presents a perceived conflict; Company uses an approval/ratification process under its Code of Conduct for related‑party transactions, mitigating risk of improper influence .
- Control environment: Daniel G. Cohen and affiliated holdings control 69.3% of common stock voting power and 100% of voting preferred shares; executives and directors collectively hold 69.34% of votes, effectively assuring board nominations and major proposals—an important context for independent director influence .
- Nomination rights: A contractual obligation exists to nominate Daniel G. Cohen due to the CBF Purchase Agreement, shaping board composition dynamics .
- RED FLAGS (monitoring):
- Related‑party legal services (Duane Morris) linked to director’s household member and recurring payments ($632 in 2024; $432 in 2023) warrant continued oversight and clear recusal protocols .
- Highly concentrated voting control may limit the efficacy of minority shareholder preferences and amplify the need for robust independent committee processes .
Insider Filings
| Topic | 2024 Status |
|---|---|
| Section 16(a) reporting compliance | All filing requirements for reporting persons were timely filed, based on company review and representations |