Lester Brafman
About Lester Brafman
Lester R. Brafman (age 62) is Chief Executive Officer of Cohen & Company Inc. and Cohen & Company, LLC since September 16, 2013; he holds a B.A. from Columbia University and an M.B.A. from Dartmouth’s Tuck School . Recent performance context: company TSR (value of $100) rose from 64 (2022) to 93 (2023) to 173 (2024) , adjusted revenue increased 17% to $92.6 million in 2024 vs. $79.0 million in 2023 , while enterprise net income was $(13.39) million (2022), $(9.19) million (2023), and $(0.49) million (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Managing Director; COO Global Credit & Mortgage Trading; Head of High Yield & Distressed Trading | 2001–2012 | Led trading and operations across credit/mortgage and high yield/distressed platforms |
| Credit Suisse First Boston | Managing Director; Head of High Yield Trading; Head of Emerging Market & Sovereign Trading | 1994–2000 | Ran key trading desks in high yield and EM/sovereign markets |
| Wasserstein Perella & Co. | Professional roles | 1992–1994 | Investment banking experience |
| Lehman Brothers | Professional roles | 1988–1992 | Markets and investment banking experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Cohen & Company Financial (Europe) S.A. | Chairman of the Board (French subsidiary) | Since July 2021 |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | $655,200 | $674,900 | $700,000 |
| All Other Compensation ($) | $49,778 | $50,162 | — |
| Target Bonus % | Not disclosed (committee discretion) | Not disclosed (committee discretion) | — |
Performance Compensation
| Component | 2023 | 2024 | Vesting/Settlement |
|---|---|---|---|
| Cash Bonus ($) | $1,166,000 | $2,031,000 | Annual cash, discretionary |
| Equity Award Grant-Date Fair Value ($) | $142,847 (restricted LLC Units) | $215,431 (restricted LLC Units) | 2023 grant: 70,333 units vested 1/31/2025; 70,333 on 1/31/2026; 70,334 on 1/31/2027 . 2024 grant: one-third on 1/31/2026, 1/31/2027, 1/31/2028 |
| Non-Qualified Deferred Compensation Earnings ($) | — | $1,053,696 | Company allocations under Deferred Compensation Plan |
Pay-for-Performance drivers used by the Compensation Committee (discretionary)
| Metric | Weighting | Target | Actual | Payout Influence | Vesting |
|---|---|---|---|---|---|
| Adjusted revenue (revenue + equity method income − non-convertible NCI) | Discretionary | Not disclosed | $92.6m in 2024 (+17% YoY) | Supported larger 2024 cash/equity awards | Equity awards vest per schedules above |
| Adjusted pre-tax income (loss) | Discretionary | Not disclosed | Improved from $(3.6)m (2023) to $(0.8)m (2024) | Supported payout decisions | N/A |
| CCM net revenue (advisory less principal losses) | Discretionary | Not disclosed | $38.9m in 2024 (+$17.1m, +78% YoY) | Supported payout decisions | N/A |
| Mortgage gestation repo book | Discretionary | Not disclosed | $2.7bn at year-end 2024 (>30% YoY growth) | Supported payout decisions | N/A |
| Talent expansion (sales & trading hires) | Discretionary | Not disclosed | 12 hires across multiple asset classes | Supported payout decisions | N/A |
| Capital optimization (credit facility; JKD restructuring) | Discretionary | Not disclosed | Extended $15m facility; restructured $5.1m, repaid $2.6m | Supported payout decisions | N/A |
Equity Awards and Vesting
| Grant Date | Instrument | Amount | Grant-Date FV per Unit | Vesting Schedule | Conversion/Redemption Terms |
|---|---|---|---|---|---|
| Oct 22, 2020 | Restricted Common | 80,000 shares | — | 40,000 vested 1/31/2025; 40,000 vest 1/31/2026 | N/A |
| Oct 28, 2021 | Restricted LLC Units | 1,200,000 units | — | 400,000 vested 1/31/2025; 400,000 vest 1/31/2026; 400,000 vest 1/31/2027 | Each 10 LLC Units redeemable for 1 common share or cash at Company option |
| Dec 20, 2021 | Restricted LLC Units | 70,330 units | — | All vested 1/31/2025 | 10:1 units-to-share redemption or cash |
| Dec 20, 2022 | Restricted LLC Units | 140,667 units | — | 70,333 vested 1/31/2025; 70,334 vest 1/31/2026 | 10:1 units-to-share redemption or cash |
| Dec 21, 2023 | Restricted LLC Units | 211,000 units | $0.677 | 70,333 vested 1/31/2025; 70,333 vest 1/31/2026; 70,334 vest 1/31/2027 | 10:1 units-to-share redemption or cash |
| Dec 20, 2024 | Restricted LLC Units | 211,000 units | $1.021 | One-third vest on 1/31/2026, 1/31/2027, 1/31/2028 | 10:1 units-to-share redemption or cash |
Insider liquidity related to vesting: LLC Unit redemptions to fund taxes—470,330 units at $0.878 on 2/1/2023 ($413k), 483,301 units at $0.711 on 2/1/2024 ($344k), 502,053 units at $0.991 on 2/5/2025 ($498k) .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 275,702 | 13.4% of common outstanding (2,054,674 shares) as of 4/10/2025 |
| Unvested restricted common | 80,000 | As of 12/31/2024; vest through 1/31/2026 |
| Unvested restricted LLC Units | 1,832,997 | As of 12/31/2024; vest through 1/31/2028 |
| LLC Unit conversion mechanics | 10 units = 1 common share (or cash at Company option) | Applies upon redemption after vest/delivery |
| Additional future-convertible LLC Units referenced in ownership footnotes | 1,388,316 units (potentially 138,831 shares) | Not counted in common; vest between 1/31/2026 and 1/31/2028 |
| Shares pledged as collateral | Not disclosed | No pledge disclosures for Brafman in proxy |
Governance/insider control context: executives/directors collectively represent 69.34% of votes entitled at record date .
Employment Terms
| Topic | Details |
|---|---|
| Current employment agreement | None; prior CEO employment agreement expired 12/31/2014 |
| Base salary trajectory | $630,000 effective 1/1/2017; $655,200 effective 1/1/2023; $674,900 effective 1/1/2024; $700,000 effective 1/1/2025 |
| Bonus determination | Discretionary; committee considered qualitative and quantitative achievements annually |
| Change-of-control treatment (plan-level) | Restrictions on restricted stock lapse immediately upon Change in Control; committee may adjust awards without adverse economic impact to participants |
| Clawback policy | Adopted 10/1/2023; applies to current/former executive officers for restatements, recovers erroneously awarded incentive-based comp |
| Hedging/insider trading | Hedging discouraged; insider trading policy governs transactions by insiders |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment | 64 | 93 | 173 |
| Enterprise net income (loss) ($) | $(13,389,900) | $(5,113,000) | $(129,000) |
| Adjusted revenue ($mm) | — | $79.0 | $92.6 |
| CCM net revenue ($mm) | — | $21.8 (26.2 advisory − 4.4 principal loss) | $38.9 (61.6 advisory − 22.6 principal loss) |
Major 2024 achievements cited: IPO underwriting expansion, mortgage repo book grew to $2.7bn (>30% YoY), 12 hires across CMOs/structured notes/SBA/MBS, extended $15m Byline facility, restructured $5.1m and repaid $2.6m under JKD agreements .
Investment Implications
- Pay-for-performance alignment shows improvement: 2024 adjusted revenue up 17% with TSR rising to 173; committee used discretionary payouts informed by operating momentum and capital optimization .
- Retention risk appears contained near-term: multi-year vesting across LLC Units through January 2028; salary stepped to $700k in 2025; plan-level change-of-control accelerations may incentivize strategic actions but also reduce post-deal forfeiture risk .
- Insider selling pressure is mainly tax-driven around vest dates via LLC Unit redemptions; monitor timing and magnitude but note these were tied to tax liabilities on vesting .
- Governance/ownership: executives/directors command 69%+ of voting power, implying strong insider control; equity ownership by Brafman (13.4% of common) provides meaningful skin-in-the-game without disclosed pledging risks; clawback policy adds discipline post-2023 .