Jay Kesslen
About Jay Kesslen
Jay Kesslen, age 52, is General Counsel and Secretary of Horizon Kinetics Holding Corporation (HKHC). He joined Horizon Kinetics in 1999 and oversees all legal affairs, compliance, and corporate governance; he also serves as AML Officer and holds a BA in Economics (SUNY Plattsburgh, cum laude) and a JD (Albany Law School) . Company performance in 2024: revenues grew 18%, AUM increased ~51% to $9.8B, incentive fees from proprietary funds were $51.7M (recognized economically in net income), and cumulative TSR from the August 1, 2024 merger through year-end was 169.86; net income for FY2024 was ~$92.5M . His compensation is cash-based with no equity awards; 2024 pay totaled $1.15M, and 2025 base salary is set at $1.0M with bonuses TBD, aligning the bonus pool to a percentage of Company incentive fees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Kinetics | General Counsel, Managing Director, Board Member | 1999–present | Leads legal affairs, compliance, and corporate governance; AML Officer |
| Horizon Kinetics subsidiaries/private funds | Director | Not disclosed | Governance oversight across private funds |
| Kinetics Mutual Funds, Inc. | Vice President and Assistant Secretary | Not disclosed | Supports governance and fund operations |
| RENN Fund, Inc. | Vice President | Not disclosed | Closed-end fund leadership support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FRMO Corp. | General Counsel | Not disclosed | Legal leadership for affiliated public company |
| Consensus Mining & Seigniorage Corp. (CMSC) | General Counsel | Not disclosed | Legal and compliance support in crypto mining services |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $775,000 | $1,000,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $375,000 | TBD |
| Total Cash Compensation ($) | $1,150,000 | TBD (base $1,000,000) |
Notes:
- Bonuses are discretionary and, starting 2025, funded from a pool tied to a percentage of Company incentive fees (subject to Compensation Committee discretion) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus (2024) | Discretionary | Not disclosed | Not disclosed | $375,000 | Cash | N/A (cash) |
| Annual bonus (2025) | Percentage of Company incentive fees pool | Not disclosed | Not disclosed | TBD | Cash | N/A (cash) |
Additional design features:
- No equity-based compensation (RSUs/PSUs/options) currently; Company may reassess in future .
- Compensation Committee retains discretionary authority to reduce awards and maintains a clawback for restatements due to misconduct or fraud .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 350 shares; less than 1% of outstanding |
| Shares outstanding (reference) | 18,635,321 shares as of April 21, 2025 |
| Vested vs. unvested shares | No equity awards outstanding; NEOs had none as of 12/31/2024 |
| Options (exercisable/unexercisable) | None for NEOs; no option grants in 2024 |
| Pledged shares | Not disclosed |
| Stock ownership guidelines | Not disclosed |
| Compliance with ownership guidelines | Not disclosed |
| Hedging/pledging policy | Insider trading policy governs transactions; specific pledging details not disclosed |
Implication: With no equity grants and minimal share ownership disclosed, alignment is primarily via employment continuity and cash-based incentives; no vesting-driven selling pressure is indicated given absence of equity awards .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Company has no employment agreements with any executive officers |
| Severance provisions | Not disclosed in proxy |
| Change-of-control terms | Not disclosed; no employment agreements |
| Clawback policy | Exists to recover incentives for financial restatements due to misconduct or fraud |
| Non-compete / Non-solicit | Not disclosed |
| Start date at Horizon Kinetics | 1999 |
| Role at HKHC (post-merger) | General Counsel and Secretary |
| Garden leave / Post-termination consulting | Not disclosed |
Governance, Say-on-Pay & Compensation Committee
- 2025 Say-on-Pay vote approval: For 12,737,139; Against 1,114,933; Abstain 9,326; Broker non-votes 329,437 .
- Frequency vote: Annual received 13,828,119 votes; Board adopted annual frequency .
- Compensation Committee composition (2024): Brent D. Rosenthal (Chair), Allison Nagelberg (Member), Alice C. Brennan (Member), Daniel J. Roller (Member); all independent; met 2 times in 2024 .
- Committee remit includes approving goals, evaluating CEO pay, approving Benefit Plans and awards, and retaining compensation consultants (not specifically disclosed as used) .
Performance & Track Record
- 2024 operational outcomes: revenue +18%; AUM +$3.3B to $9.8B (+51%); incentive fees $51.7M (eliminated from consolidated revenue but retained economically in net income) .
- Pay-versus-performance disclosure: cumulative TSR of 169.86 from Aug 1, 2024 through Dec 31, 2024; FY2024 net income ~$92.5M; CEO CAP $405,990; average non-PEO NEO CAP $970,000 .
- Financial reporting restatement: Feb 13, 2025 8-K announced non-reliance and restatement to consolidate certain proprietary funds under VIE guidance; no expected impact to cash/equity/net income attributable to HKHC; highlights control and reporting complexity in the model .
Related Party Transactions (Context)
- FRMO holds rights to 4.2% of gross revenue and 4.4% ownership; multiple intercompany fee waivers and services agreements with CMSC and WELX; Audit Committee reviews and pre-approves related party transactions per policy .
Investment Implications
- Pay-for-performance alignment: Kesslen’s compensation is entirely cash with a discretionary bonus tied (from 2025) to Company incentive fees, creating sensitivity to performance but lacking explicit, disclosed metric weightings—reducing transparency vs. typical PSU frameworks .
- Retention risk: Absence of long-term equity and no employment agreement or severance/change-of-control arrangements implies limited retention hooks; however, his long tenure (since 1999) and broad internal/external legal responsibilities suggest embedded organizational capital .
- Selling pressure: With no equity awards outstanding and minimal share ownership disclosed, vesting-driven selling pressure is negligible; insider trading governed by policy .
- Governance comfort: Strong say-on-pay support (92%+ of votes cast “For”) and independent Compensation Committee are positives; nonetheless, restatement to consolidate funds underscores structural complexity and necessitates ongoing control rigor .
- Alignment red flags to monitor: Lack of disclosed stock ownership guidelines for executives, no equity-based incentives, and undisclosed severance/CIC terms may weaken long-term alignment and retention; track any future move to RSUs/PSUs and disclosure of ownership guidelines .