Jerome S. Flum
About Jerome S. Flum
Executive Chairman at CreditRiskMonitor.com, Inc. (CRMZ); director since 1983 and former CEO until May 2023. Age 84 as of August 2025; BS in Business Administration (Babson College) and JD (Georgetown University Law School). Prior background includes legal practice, legislative aide to a U.S. Congressman, and decades in the investment business as an institutional securities analyst, research/sales partner, and general partner of a private investment pool; guest lecturer at MIT Sloan’s Lab for Financial Engineering; served as a Lance corporal in the U.S. Marine Corps Reserve . Company pay-versus-performance disclosures show TSR index values of $72 (2021), $142 (2022), $97 (2023), and $130 (2024), alongside Net Income of $3,363,704 (2021), $1,360,238 (2022), $1,695,053 (2023), and $1,674,902 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Private investment pool | General Partner | 1968–present | Led investment operations; institutional securities analysis and research/sales leadership |
| Investment firm | Institutional Securities Analyst; Research and Sales Partner | Not disclosed | Built market analysis and distribution capabilities |
| U.S. Congress | Legal and Legislative Aide to a U.S. Congressman | Not disclosed | Policy and legislative process exposure |
| Legal practice | Attorney | Not disclosed | Legal training and advisory skill set |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MIT Sloan Lab for Financial Engineering | Guest Lecturer | Not disclosed | Contributed to financial engineering education and thought leadership |
| U.S. Marine Corps Reserve | Lance corporal | Not disclosed | Leadership and service background |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $150,000 | $150,000 | $150,000 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus (USD) | $0 | $0 | — |
| Option Awards (USD) | — | — | — |
| All Other Compensation (USD) | — | — | — |
| Total (USD) | $150,000 | $150,000 | $150,000 |
Notes:
- Jerome S. Flum had no equity grants or option awards disclosed in these years; grants tables list N/A for him .
Performance Compensation
- No performance-based awards (RSUs/PSUs/options tied to metrics) disclosed for Jerome S. Flum in FY 2022–FY 2024; grants tables show N/A and outstanding equity awards list none for Jerry .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % of Class |
|---|---|---|
| March 1, 2023 | 6,239,776 | 57.61% |
| March 1, 2024 | 6,239,776 | 57.6% |
| January 31, 2025 | 6,008,047 | 56.0% |
Additional ownership details:
- Flum Partners LP holds 5,641,134 shares (March 1, 2023/2024) and 5,410,437 shares (January 31, 2025); Jerome is controlling general partner and disclaims beneficial ownership, but is deemed beneficial owner due to control and voting power .
- Includes 7,800 shares owned by a grandchild and 260,000 shares in Family Trusts; Jerome disclaims beneficial ownership of these .
- Insider trading policy does not prohibit hedging or monetization transactions; no specific pledging prohibition disclosed (alignment risk) .
Employment Terms
| Term | Detail |
|---|---|
| Executive Chairman start | Effective May 1, 2023; stepped back from CEO to Executive Chairman and stands for re-election as Chairman |
| Employment agreement | Not disclosed in proxy/10-K/8-K for Jerome |
| Severance/Change-of-control | Not disclosed for Jerome; company equity plans generally provide for option vesting acceleration upon change in control for option holders (Jerome has no options) |
| Clawback | Not disclosed for Jerome; no clawback policy described in proxy sections reviewed |
| Non-compete/Non-solicit/Garden leave | Not disclosed |
| Director compensation | Non-employee directors receive $2,000 per quarter from July 12, 2023; Jerome as Executive Chairman is compensated via salary, not director fees |
Board Governance
- Board service history: Director since 1983; Chairman since 1985; Executive Chairman since May 2023 .
- Committees: Audit Committee and Compensation Committee composed of non-employee directors; Jerome is not listed as a member on these committees .
- Independence/dual-role implications:
- Executive Chairman with no Lead Independent Director; Board believes structure appropriate given company size, history, and composition .
- Family relationships: Director Joshua M. Flum is Jerome’s son; CEO Michael I. Flum is also his son (and a general partner of Flum Partners), which raises independence and related-party oversight considerations .
- Board activity: Five board meetings in FY 2023 and FY 2024; Audit Committee held four meetings each year; all directors attended at least 75% of meetings .
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues (USD) | $17,065,132 * | $17,979,317* | $18,931,931 * | $19,809,881 * |
| EBITDA (USD) | $2,598,347* | $1,953,821* | $1,875,863* | $1,651,538* |
- Values retrieved from S&P Global. Cells with asterisks lack document citations and are sourced via GetFinancials.
| Pay vs Performance | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| TSR – Value of $100 | $72 | $142 | $97 | $130 |
| Net Income (USD) | $3,363,704 | $1,360,238 | $1,695,053 | $1,674,902 |
Risk Indicators and Red Flags
- Hedging/monetization allowed under insider trading policy; no anti-hedging language is a potential alignment risk for a controlling shareholder .
- No disclosed pledging prohibition; no disclosures of pledged shares found (lack of prohibition is a potential red flag) .
- Concentrated control: Jerome beneficially owns 56–58% of outstanding shares over 2023–2025, largely via Flum Partners where he is controlling GP; related-party oversight and minority shareholder protection warrant attention .
- Committee independence improved with independent Audit and Compensation Committees; however, absence of a Lead Independent Director persists .
Compensation Structure Analysis
- Cash-heavy, low variable pay: Fixed salary of $150,000 with no bonus or equity grants for Jerome in FY 2022–FY 2024; no pay-for-performance linkage disclosed for him .
- Equity incentives: None for Jerome; options/RSUs not granted to him, reducing discretionary selling pressure from vesting schedules .
- Option repricing/modification: No evidence of repricing; option policy indicates acceleration upon change-in-control for option holders, not applicable to Jerome .
- Director pay levels modest (non-employee): $2,000 per quarter; Audit Committee financial expert receives $3,000 per quarter from Oct 1, 2024, supporting independent oversight cost-effective structure .
Equity Ownership & Alignment Details
- Ownership guidelines: Not disclosed for directors/executives; compliance status unavailable.
- Vested vs unvested: Jerome holds common shares; he has no options; thus no exercisable/unexercisable breakdown; component holdings include family trusts and grandchild shares (disclaimed) .
- Pledging/hedging: Hedging allowed; pledging policy not disclosed; monitor future filings for any pledges .
Employment & Contracts
- No employment agreement, severance, or change-of-control cash economics disclosed for Jerome; transition to Executive Chairman formalized May 1, 2023 .
- Equity plan mechanics: Company’s 2020 Long-Term Incentive Plan authorizes up to 1,000,000 shares; outstanding options for other officers vest over time, with acceleration on change-of-control; Jerome has no options .
Other Disclosures Potentially Affecting Insider Behavior
- Qualified Small Business Stock (QSB) informational section in 2025 proxy: highlights potential tax-advantaged treatment for original-issue shares under IRC Sec. 1202 as expanded by OBBBA on July 4, 2025; could influence sale timing for eligible holders (consult tax advisors) .
Investment Implications
- Alignment: Jerome’s majority stake (56–58%) aligns him with long-term value creation, but absence of anti-hedging policy and familial control introduces governance risk and potential misalignment in downside scenarios .
- Selling pressure: No vesting cliffs for Jerome (no options/RSUs); any selling pressure would likely relate to partnership-level liquidity, estate/tax planning, or QSB-related considerations rather than compensation vesting .
- Retention risk: Low for Jerome given decades-long tenure, controlling position via Flum Partners, and family involvement across CEO and board; succession dynamics should be tracked with Michael Flum as CEO and Joshua Flum on the board .
- Governance watchouts: No Lead Independent Director, family relationships, and hedging-permissive policy warrant heightened monitoring of related-party oversight, policy updates, and any changes in committee structures or independence .
- Performance linkage: Jerome’s pay structure is fixed and not tied to performance metrics; value creation signaling for him comes through equity ownership more than compensation design. Company TSR/net income performance appears mixed across 2021–2024; focus on continued revenue growth trajectory and EBITDA sustainability (see tables) *.
*Values retrieved from S&P Global.