Jack Haraburda
About Jack Haraburda
Jack Haraburda (age 86) is an independent director of Cohen & Company Inc. who has served on the Board since October 6, 2006; he currently chairs the Compensation Committee and sits on the Audit and Nominating & Corporate Governance Committees, with the Board affirming his independence under NYSE American and SEC rules . His background includes decades in the securities industry, notably senior leadership roles at Merrill Lynch and Comark Securities, and he is the managing partner of CJH Securities Information Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch (various units) | Financial advisor; national sales manager, Commodity Division; manager, Atlanta Commodity Office; manager, Bala Cynwyd, PA office | 1968–1980 | Sales and commodities leadership experience |
| Comark Securities (government securities dealer) | Managing Director | 1980–1984 | Fixed income/government securities leadership |
| Merrill Lynch | Marketing director and national sales manager, Merrill Lynch Life Agency; Chairman, Merrill Lynch Metals Company; resident VP, Philadelphia Main Line Complex; managing director, Princeton Complex; managing director, Philadelphia Complex | 1984–2005 (Philadelphia Complex MD: 2003–2005) | Broad distribution, insurance, and metals business leadership |
| AFT board of trustees | Trustee; Chair of compensation committee (through merger with Sunset) | Jan 2006–Oct 2006 | Compensation committee leadership pre-COHN merger |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| CJH Securities Information Group | Managing Partner | Not disclosed | Professional coaching business |
Board Governance
- Independence: The Board has determined Mr. Haraburda is independent; independent directors (including Haraburda) met in executive session twice in 2024 .
- Board meetings: The Board met 4 times in 2024; each director attended at least 75% of total Board meetings .
- Annual meeting: Haraburda attended the 2024 Annual Meeting of Stockholders .
- Committees and 2024 activity:
- Audit Committee (member): 6 meetings; each member attended ≥75% .
- Compensation Committee (Chair): 2 meetings; all members attended .
- Nominating & Corporate Governance Committee (member): 2 meetings; all members attended .
| Committee | Role | 2024 Meetings | Attendance Disclosure |
|---|---|---|---|
| Audit | Member | 6 | Each member ≥75% |
| Compensation | Chair | 2 | All members attended |
| Nominating & Corporate Governance | Member | 2 | All members attended |
| Board (overall) | Director | 4 | Each director ≥75% |
| Independent Director Executive Sessions | Independent director | 2 | Held without management |
Fixed Compensation
- Non-employee director cash retainer: $82,500; additional chair fees: Audit Chair $22,000; Nominating Chair $4,250; Compensation Chair $4,250 (policy for fiscal 2024) .
- Haraburda’s 2024 cash fees reflect Compensation Chair role ($82,500 + $4,250 = $86,750) .
- Equity grants: 1,100 unrestricted common shares on December 20, 2024 (grant date fair value $10.21 per share) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Board Cash Fee ($) | $82,500 | $82,500 |
| Committee Chair Fee – Compensation ($) | $4,250 | $4,250 |
| Total Cash Fees ($) | $86,750 | $86,750 |
| Equity Grant (shares) | 1,100 shares (Dec 21, 2023) | 1,100 shares (Dec 20, 2024) |
| Grant Date Fair Value ($/share) | $6.77 | $10.21 |
| Stock Awards ($) | $7,447 | $11,231 |
| Total Director Compensation ($) | $94,197 | $97,981 |
Notes: The Company “generally uses cash-based compensation” for directors; 2024 grants were unrestricted shares; no director-specific meeting fees disclosed .
Performance Compensation
- No options, non-equity incentive plan compensation, deferred comp earnings, or “all other” compensation were reported for Haraburda in 2023 or 2024 .
| Performance Element | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards | — | — |
| Non-Equity Incentive Plan Compensation | — | — |
| Nonqualified Deferred Comp Earnings | — | — |
| Performance Metrics Tied to Director Pay | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- No current public company directorships are disclosed in Mr. Haraburda’s proxy biography; prior governance role noted at AFT (trustee; compensation chair) in 2006 prior to merger .
- The Board’s independence disclosure lists Mr. Haraburda as independent; a separate related-party arrangement cited in the proxy pertains to another director (DiMaio/JKD Investor), not Haraburda .
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AFT (board of trustees) | Trustee; Compensation Committee Chair | Jan 2006–Oct 2006 | Prior to Sunset merger; governance role |
| Other public company boards | — | — | None disclosed in biography |
Expertise & Qualifications
- The Company cites re-nomination considerations for Haraburda including his past director experience and “extensive knowledge of the securities industry” .
- Career expertise spans securities distribution, commodities, insurance distribution, and complex regional management roles (Merrill Lynch; Comark) .
Equity Ownership
- Beneficial ownership: 11,584 shares of COHN common stock; percentage of class indicated as “*” (less than 1%); based on 2,054,674 common shares outstanding as of April 10, 2025 .
- No preferred stock beneficially owned is reported for Haraburda .
- Hedging/Pledging: The Company discourages hedging transactions and requires compliance with insider trading policy; no formal hedging policy or pledging disclosures specific to Mr. Haraburda are provided .
| Ownership Item | Detail |
|---|---|
| Common Stock Beneficially Owned | 11,584 shares |
| Percent of Class (Common) | <1% (“*” in table) |
| Series E Preferred | — |
| Series F Preferred | — |
| Shares Pledged | Not disclosed |
| Hedging Policy | No formal policy; hedging discouraged; subject to insider trading policy |
Insider Trades and Section 16 Compliance
| Disclosure Source | Detail |
|---|---|
| Section 16(a) Compliance (2024) | All filing requirements for directors and officers were timely filed during 2024, per the Company’s review |
Governance Assessment
-
Strengths:
- Independent director with long-standing compensation governance experience (Compensation Committee Chair since 2006) and membership across all three key committees; independence affirmed by the Board .
- Solid engagement: Board held 4 meetings (each director ≥75% attendance); Audit (6 meetings, each member ≥75%); Compensation (2, all members attended); Nominating (2, all members attended); attended 2024 annual meeting .
- Director pay mix emphasizes fixed cash with modest equity via annual unrestricted share grants, limiting performance-risk misalignment and avoiding option-risk incentives for directors .
-
Potential concerns/monitoring items:
- Long tenure (on Board since 2006) and advanced age (86), which can raise board refreshment/continuity considerations, though independence is affirmed .
- Ownership alignment is low (<1% of common); annual equity grants are modest (1,100 shares per year), which may limit “skin-in-the-game” compared to larger holders .
- The Company discourages hedging but has no formal hedging policy; absence of an explicit anti-pledging policy in the proxy may be viewed as weaker relative to peers with formal prohibitions .
- No director-specific related-party transactions were disclosed for Mr. Haraburda; continue monitoring given the Company’s broader related-party policy framework (Audit/NomGov/independent directors approval required) .
-
Compensation trend notes:
- Cash fees for Haraburda remained stable ($86,750 in 2023 and 2024), while stock award value increased with share price (from $7,447 at $6.77 to $11,231 at $10.21), lifting total from $94,197 to $97,981 year-over-year .
- No options, performance-based incentives, or deferred comp for directors, aligning with good-practice norms for non-employee director pay .