Joseph W. Pooler, Jr.
About Joseph W. Pooler, Jr.
Executive Vice President, Chief Financial Officer and Treasurer at Cohen & Company Inc. since December 16, 2009; age 59; B.A. from Ursinus College, M.B.A. from Drexel University, former CPA (license lapsed) . Pay-versus-performance indicates COHN total shareholder return improved from 93 in 2023 to 173 in 2024 on a $100 basis, while enterprise net loss narrowed from $(5.113) million in 2023 to $(0.129) million in 2024 . The Compensation Committee cited 2024 achievements including adjusted revenue up 17% to $92.6 million and significant growth in advisory revenue and sales/trading hires when awarding incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cohen & Company Inc. | EVP, CFO & Treasurer | 2009–present | Finance leadership through market cycles; contributed to capital optimization and business growth cited in 2023–2024 incentives . |
| Cohen & Company, LLC | Chief Financial Officer; Chief Administrative Officer; SVP Finance | 2007–present (CFO since 2007; CAO since 2007; SVP Finance 2006–2007) | Built finance infrastructure; supported investment banking and mortgage operations . |
| Muni Funding Company of America, LLC | Chief Financial Officer | 2007–2009 | Managed finance for middle-market non-profit investment company . |
| Pegasus Communications Corporation | CFO, Principal Accounting Officer, SVP Finance | 1999–2005 | Led finance for satellite TV and broadcast operations . |
| MEDIQ, Incorporated | Corporate Controller, Director of Operations, Director of Sales Support | 1993–1999 | Operational and financial leadership in healthcare services . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Insurance Acquisition Corp (NASDAQ: SFT) | Chief Accounting Officer & Treasurer | Mar 2018–Oct 2020 | Supported SPAC finance through merger with Shift Technologies . |
| INSU Acquisition Corp II (NASDAQ: MILE) | Chief Financial Officer & Treasurer | Jul 2020–Feb 2021 | Led SPAC finance through merger with Metromile . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $481,600 | $496,100 |
| Cash Bonus Paid | $437,800 | $800,000 |
| Stock Awards (grant-date fair value) | $104,935 | $158,255 |
| All Other Compensation (401(k) match, life insurance, medical reimbursement, auto allowance) | $37,297 | $37,747 |
- Bonus targets and weightings were at Compensation Committee discretion in 2023–2024; no fixed target % disclosed .
Performance Compensation
| Component | Metric(s) considered | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2023 Cash Bonus | Discretionary; adjusted pre-tax loss reduced; investment banking revenue growth; mortgage stability; SPAC investment income; capital facility extensions | Not disclosed | Adjusted pre-tax loss reduced to $(3.6) million for FY; $26.2 million investment banking revenue from 15 engagements; SPAC net investment income $11.0 million | $437,800 cash | N/A |
| 2023 Equity Bonus | Same qualitative/quantitative factors | Not disclosed | Same as above | $104,935 grant-date fair value; 15,500 RS (granted 12/21/2023) | 5,166 vested 1/31/2025; 5,167 vest 1/31/2026; 5,167 vest 1/31/2027 |
| 2024 Cash Bonus | Discretionary; adjusted revenue up 17% to $92.6m; advisory revenue $61.6m; net revenue up 78%; mortgage gestation repo book to $2.7bn; 12 sales/trading hires; capital optimization | Not disclosed | As cited | $800,000 cash | N/A |
| 2024 Equity Bonus | Same qualitative/quantitative factors | Not disclosed | As cited | $158,255 grant-date fair value; 15,500 RS (granted 12/20/2024) | 1/3 vest on 1/31/2026, 1/31/2027, 1/31/2028 |
Equity Ownership & Alignment
| Ownership item | Value |
|---|---|
| Total beneficial ownership (common shares) | 67,442 shares |
| Ownership as % of shares outstanding | 3.3% |
| Unvested restricted common shares at 12/31/2024 | 46,501 shares; market value $481,285 at $10.35 close |
| Options outstanding (exercisable/unexercisable) | None |
| Hedging/pledging | No pledging disclosures; company discourages hedging and has insider trading policy . |
| Stock ownership guidelines | Not disclosed . |
Scheduled Vesting (Pooler’s RS) — selling pressure calendar
| Vesting date | Shares vesting | Source |
|---|---|---|
| 1/31/2025 | 15,499 (5,167 from 2021 RS; 5,167 from 2022 RS; 5,166 from 2023 RS) | |
| 1/31/2026 | 15,500 (5,167 from 2022 RS; 5,167 from 2023 RS; 5,166 from 2024 RS) | |
| 1/31/2027 | 10,334 (5,167 from 2023 RS; 5,167 from 2024 RS) | |
| 1/31/2028 | 5,167 (from 2024 RS) |
- No options or LLC unit awards for Pooler; equity is solely restricted common shares with multi-year vesting .
Employment Terms
- Agreement: Employment agreement dated May 7, 2008; amended Feb 20, 2009, Feb 18, 2010, Feb 3, 2021; auto-renews annually unless terminated per terms .
- Base salary progression: Increased to $420,000 (2013), $441,000 (2017), $463,000 (2021), $481,600 (2023), $496,100 (2024), $515,000 (effective 1/1/2025) .
- Severance (without Cause/with Good Reason/not renewed): Lump sum equal to (a) accrued base and benefits; (b) 3× Pooler’s annual salary as of 12/31/2020; plus (c) accelerated vesting of all outstanding equity; (d) up to $25,000 outplacement; (e) continued family health/dental coverage for 9 months . Note: 12/31/2020 salary was $441,000; 3× implies $1,323,000 under the agreement’s formula .
- Change-of-Control: Single-trigger accelerated vesting of all unvested equity; if Pooler terminates within 12 months post-CoC, treated as Good Reason (requires availability for up to 12 months transition services) .
- 280G cutback: Payments reduced to $1 below excise-trigger unless reduction ≥$50,000, in which case no reduction and full payment applies .
- Restrictive covenants: One-year post-termination non-solicitation of employees; hiring restrictions for 180 days post-termination for recent employees .
- Clawback: Executive clawback policy adopted 10/1/2023 for restatements; recovery of erroneously awarded incentive compensation per SEC Rule 10D-1 .
Related Party and Governance Notes
- Standard indemnification agreements with directors and executive officers; no Pooler-specific related party transactions disclosed beyond participation in benefit plans .
- Company matches 50% of 401(k) contributions up to 3% of salary; total company contributions $438k in 2024; executives eligible on same basis .
- Insider trading/hedging: Formal insider trading policy; hedging discouraged; anti-hedging policy not formalized .
Investment Implications
- Pay-for-performance alignment improved in 2024: cash and equity awards were discretionary and tied to tangible operating metrics (adjusted revenue growth; advisory revenue expansion; capital optimization), indicating compensation sensitivity to business outcomes; however, absence of preset quantitative targets adds subjectivity and governance risk .
- Upcoming RS vesting creates potential selling pressure windows in late January each year (2026–2028), with the largest tranche in 2026 (15,500 shares); monitor trading windows and any 10b5-1 plans; no options outstanding (reduces repricing risk) .
- Strong skin-in-the-game: 3.3% beneficial ownership including unvested RS supports alignment; no pledging disclosed; single-trigger equity vesting on change-of-control increases retention risk around M&A but double-trigger severance mechanics moderate cash leakage risk .
- Severance economics are formulaic and sizable (3× 2020 salary plus benefits and full equity acceleration), implying meaningful protection; 280G cutback provisions reduce excise tax exposure with a threshold-based “no cut” feature .
- Governance: Clawback policy and insider trading controls are positives; lack of formal anti-hedging and explicit ownership guidelines are gaps; say-on-pay cadence is triennial per Board recommendation .