G. Steven Dawson
About G. Steven Dawson
G. Steven Dawson, age 67, has been an independent director of Cohen & Company Inc. since January 11, 2005. He serves as Chair of the Audit Committee and is a member of the Compensation and Nominating & Corporate Governance Committees. Dawson is a private investor and former CFO of Camden Property Trust (1990–2003). He is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Camden Property Trust (NYSE: CPT) | Chief Financial Officer | 1990–2003 | Led finance for multi‑family REIT with U.S. operations |
| Sunset Financial Resources, Inc. | Director; Member, Compensation and Nominating & Corporate Governance Committees; Chairman, Special Committee for merger with Alesco Financial Trust | Not disclosed | Chaired the special committee overseeing the Sunset–AFT merger process |
| Various public/private companies | Director | Not disclosed | Service on numerous boards as a private investor |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Medical Properties Trust (NYSE: MPW) | Director | Chair, Audit Committee; Member, Investment Committee | Global healthcare REIT; relevant financial oversight expertise |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director (Board‑affirmed under NYSE American and SEC rules) |
| COHN committees | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) |
| Audit committee financial expert | Yes (Board‑designated) |
| Board meetings held (2024) | 4 meetings; every director attended ≥75% of Board meetings |
| Audit Committee (2024) | 6 meetings; each member attended ≥75% of committee meetings |
| Compensation Committee (2024) | 2 meetings; all members attended |
| Nominating & Corporate Governance Committee (2024) | 2 meetings; all members attended |
| Executive sessions of independents (2024) | Independent directors met separately twice |
| Annual shareholder meeting attendance | Dawson attended the 2024 Annual Meeting |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $82,500 | Non‑employee director cash fee (2024 policy) |
| Committee chair fees | $22,000 | Audit Committee Chair fee (additional) |
| Other chair fees (if applicable) | $4,250 (Nom/Gov); $4,250 (Comp) | Chair fees apply only to committee chairs; Dawson is Audit Chair |
| Total cash earned (2024) | $104,500 | As reported for Dawson |
Performance Compensation (Director Equity Grants)
| Grant Date | Award Type | Shares | Grant-Date FV/Share | Total Grant-Date FV |
|---|---|---|---|---|
| Dec 20, 2024 | Unrestricted common stock | 1,100 | $10.21 | $11,231 |
| Citations: All cells |
Other Directorships & Interlocks
| External Board | Role | Potential Interlock with COHN |
|---|---|---|
| Medical Properties Trust (NYSE: MPW) | Director; Audit Chair; Investment Committee Member | No COHN-related interlocks disclosed; no related‑party ties to Dawson disclosed |
Expertise & Qualifications
- Former public company CFO (Camden Property Trust), bringing deep REIT and financial reporting expertise .
- Chair of COHN’s Audit Committee; designated “audit committee financial expert” by the Board .
- Current Audit Chair at MPW; member of its Investment Committee, reinforcing transaction, capital allocation, and oversight capability .
- Long tenure on COHN’s Board (since 2005), with consistent committee leadership responsibilities .
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned | 30,016 shares (1.5% of outstanding) |
| Ownership detail | 1,100 shares held directly; 28,916 shares held by Corriente Private Trust where Dawson is grantor, primary trustee and sole beneficiary with voting/investment control |
Governance Assessment
- Board effectiveness and engagement: Strong. Dawson chairs the Audit Committee and is active across key committees; attendance levels met or exceeded thresholds at Board and committee levels in 2024, and he attended the annual meeting .
- Financial oversight quality: Positive. Board recognizes him as an “audit committee financial expert”; Audit Committee actively oversees auditor independence and financial reporting controls (see Audit Committee report) .
- Independence and conflicts: Dawson is independent; no related‑party transactions involving Dawson are disclosed. The company has a formal related‑party transaction approval policy; noted related‑party items involve another director (JKD Investor tied to Vice Chairman DiMaio) and fall under Audit Committee oversight, which Dawson chairs .
- Ownership alignment: Moderate. Dawson beneficially owns 30,016 shares; directors also received equity grants (1,100 unrestricted shares in 2024). Director stock ownership guidelines are not disclosed in the proxy .
- Risk indicators and red flags:
- Concentrated voting control: Executives and directors collectively control ~69.34% of votes and intended to support all proposals, effectively assuring outcomes; this can reduce minority investor influence and heightens the importance of independent committee oversight led by Dawson .
- Anti‑hedging: Company discourages hedging but lacks a formal anti‑hedging policy; trades remain subject to the insider trading policy .
- Section 16(a) compliance: No delinquencies reported for 2024 among reporting persons .
- Legal proceedings: None involving directors/officers per Item 401(f) disclosure .
Overall implication: Dawson’s long-tenured, independent audit leadership and recognized financial expertise are positives for board oversight and investor confidence. Given insider voting control and related‑party transactions involving another director, the strength and rigor of the Audit Committee (chaired by Dawson) are central mitigants for governance risk at COHN .