Jack J. DiMaio, Jr.
About Jack J. DiMaio, Jr.
Jack J. DiMaio, Jr., age 58, serves as Vice Chairman of the Board of Directors of Cohen & Company Inc. (since February 21, 2018) and previously served as Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC (September 24, 2013–February 21, 2018) . He is the founder and Chief Executive Officer of the Mead Park group of companies (since September 2011) and holds a B.S. in Finance from New York Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohen & Company Inc. | Vice Chairman, Board of Directors | Feb 21, 2018–present | Board leadership; not a member of standing committees |
| Cohen & Company Inc./Cohen & Company, LLC | Chairman, Board of Directors and Board of Managers | Sep 24, 2013–Feb 21, 2018 | Board leadership |
| Morgan Stanley | Managing Director; Global Head of Interest Rate, Credit and Currency Trading; Member of Management Committee | Sep 2009–Aug 2011 | Senior trading leadership |
| DiMaio Ahmad Capital LLC | Co-founder; CEO & Managing Partner | Feb 2005–Aug 2009 | Built credit-focused asset manager |
| Credit Suisse Alternative Capital, Inc. | MD; Head of Diversified Credit Hedge Fund Group | Mar 2004–Feb 2005 | Hedge fund platform leadership |
| Credit Suisse Asset Management | CEO of Alternative Investments | N/A | Executive leadership |
| Credit Suisse Securities (USA), Inc.; Credit Suisse Asset Management | Executive Board Member | N/A | Executive oversight |
| Credit Suisse | Head Trader (1995), Department Head (1996); Head of Global Credit Trading (1997); Head of Fixed Income Division North America (2000) | 1989–2000 | Senior trading/executive roles |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Mead Park group of companies | Founder & CEO | Current | Founded Sept 2011 |
| Morgan Stanley | MD; Global Head of IR/Credit/Currency Trading; Management Committee | Past | Sep 2009–Aug 2011 |
| DiMaio Ahmad Capital LLC | Co-founder; CEO & Managing Partner | Past | Feb 2005–Aug 2009 |
| Credit Suisse entities | Senior leadership (various) | Past | 1989–2005 roles detailed above |
Board Governance
- Independence: Board determined Mr. DiMaio is not independent due to contractual relationships and obligations among the Company and JKD Capital Partners I LTD (“JKD Investor”), an entity owned by Mr. DiMaio and his spouse .
- Committee assignments: Audit Committee (Dawson—Chair, Haraburda, Liberto); Compensation Committee (Haraburda—Chair, Dawson, Liberto); Nominating & Corporate Governance Committee (Liberto—Chair, Dawson, Haraburda). Mr. DiMaio is not listed as a member of any standing committee .
- Attendance: The Board of Directors held four meetings in 2024; each director attended at least 75% of total Board meetings in 2024. Independent directors met separately twice in 2024 .
- Leadership structure: CEO and Executive Chairman roles are separated (Lester R. Brafman—CEO; Daniel G. Cohen—Executive Chairman). Independent directors meet in executive session at least twice per year .
Fixed Compensation
| Component | Amount | Detail | Period |
|---|---|---|---|
| Annual cash retainer | $82,500 | Non-employee director annual cash fee (no chair fees for Mr. DiMaio) | FY 2024 |
| Equity grant | $11,231 | 1,100 unrestricted common shares; grant date 12/20/2024; grant date fair value $10.21 per share | FY 2024 |
| Options/other | — | No option awards disclosed for directors in 2024 | FY 2024 |
Performance Compensation
| Metric | Applied to Director Compensation? | Notes |
|---|---|---|
| Performance-based cash or equity (TSR, EBITDA, revenue, ESG) | No | Company uses cash-based director compensation plus an annual unrestricted stock grant; no performance metrics tied to director pay disclosed |
| Meeting fees | Not disclosed | Policy highlights annual fees; meeting fees not enumerated for 2024 |
Other Directorships & Interlocks
- Current public company directorships for Mr. DiMaio: None disclosed in the 2025 proxy biography .
- Related-party interlocks: JKD Investor (entity owned by Mr. DiMaio and spouse) engaged in material financing transactions with Cohen & Company, LLC (details below) .
Expertise & Qualifications
- Education: B.S. in Finance, New York Institute of Technology .
- Domain expertise: Multi-decade credit markets, global fixed income trading, alternative investments; the Board considered his significant financial services experience and “unique perspective with respect to corporate strategy and business development” in re-nomination decisions .
Equity Ownership
| Security | Beneficially Owned | Percent of Class |
|---|---|---|
| Common Stock | 20,933 shares | 1.0% |
| Series E Preferred | — | — |
| Series F Preferred | — | — |
Additional ownership context:
- Directors and executive officers collectively represented 69.34% of votes entitled to be cast as of the record date, assuring passage of management proposals; Daniel G. Cohen beneficially owned 69.3% of common stock and 100% of Series E and Series F voting preferred shares .
Related Party Transactions and Conflicts
Material financing with entity owned by Mr. DiMaio (JKD Investor):
- Investment Agreement (JKD Investment Agreement): JKD Investor invested up to $12,000 (Oct 3, 2016 initial $6,000; Jan 25, 2017 $1,000; Jan 9, 2019 $1,268) into Cohen & Company, LLC .
- Redemption and 2024 Senior Promissory Note: Effective Sep 1, 2024, Operating LLC redeemed JKD Investment Agreement balance of $7,719 via $2,573 cash and issuance of $5,146 senior promissory note (12% interest). Principal installments: $2,573 due Aug 31, 2025 (prepaid on Jun 30, 2025) and $2,573 due Aug 31, 2026; prepayable without penalty with at least 31 days’ notice .
- Interest expense: Company incurred $310 related to investment returns to JKD Investor (2024) and $491 (2023); in connection with the 2024 JKD Note, the Company incurred $206 interest expense in 2024 .
- Additional JKD notes: Senior Promissory Note $2,250 (Jan 31, 2020) and Amended & Restated Senior Promissory Note $4,500 (Jan 31, 2022); interest expense on JKD Note $534 (2024) and $450 (2023) .
Other governance-related transactions:
- Vellar Opportunities GP, LLC sale: Operating LLC sold its 33.4% interest to Solomon Cohen (son of Executive Chairman Daniel G. Cohen) and Jason Capone for aggregate $10; recorded $836 loss on sale; Transition Services Agreement provided up to $4,234 revenue share and lowered litigation funding commitment from $2,121 to $1,084 .
Director Compensation Mix and Alignment
- Mix: Primarily cash retainer with modest equity via annual unrestricted stock grant (no options) .
- Ownership alignment and trading policies: Anti-hedging—no formal policy but hedging is discouraged; insider trading policy in place. Section 16 filings were timely in 2024; no pledging disclosures noted for Mr. DiMaio in the proxy .
Governance Assessment
-
Strengths:
- Deep credit/fixed income market expertise and prior global trading leadership; Board cites his strategic and business development perspective as a qualification .
- Board structure separates Executive Chairman and CEO roles; independent directors hold executive sessions and lead all standing committees .
- Board and committee attendance standards met in 2024 (≥75%) .
-
Concerns / RED FLAGS:
- Independence: Board explicitly determined Mr. DiMaio is not independent due to material related-party financing between Cohen & Company, LLC and JKD Investor (owned by Mr. DiMaio and spouse) .
- Related-party exposure: Significant historical and ongoing financial arrangements (investment agreement, senior notes at 12% interest, multi-year interest expense), and redemption/rollover into the 2024 Note; creates potential conflicts in oversight of capital allocation and financing decisions .
- Concentrated control: Executive Chairman Daniel G. Cohen beneficially controls a supermajority of voting power (common and voting preferred), and directors/executives collectively held 69.34% of votes as of record date—management outcomes assured; limits minority shareholder influence and heightens governance risk .
- Anti-hedging: No formal anti-hedging policy (hedging discouraged), which is below governance best practice; increases potential misalignment risk if hedging were undertaken (no such activity disclosed) .
-
Engagement signals:
- Director annual compensation modest and equity element is unrestricted stock (not performance-vested), which provides limited direct linkage to medium-term performance metrics for directors .
Other Notes
- Committees use charters; Audit Committee met six times in 2024 and all committee members met attendance thresholds; Mr. DiMaio is not a member of these committees .
- Clawback policy adopted Oct 1, 2023 covers current/former executive officers for restatements; not explicitly applied to non-employee directors .