Steven Bregman
About Steven Bregman
Steven Bregman, age 66, is President of HKHC and serves on its Board; he is a co‑founder and senior member of Horizon Kinetics’ research team, sits on the Investment Committee, and supervises all research reports. He holds a BA from Hunter College and earned his CFA charter in 1989 . Company performance in 2024 included 18% revenue growth, $51.7 million of incentive fees (eliminated from consolidated revenue but reflected in net income), and AUM rising ~51% (+$3.3B) to $9.8B, reflecting strong investment performance and fund launches post‑merger with Horizon Kinetics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Kinetics (HKHC subsidiary) | Co‑founder; senior research leader; Investment Committee member; supervised research reports | Not disclosed | Research leadership underpinning AUM growth and fund performance |
| Horizon Kinetics Holding Corporation (HKHC) | President; Director | 2024–present (serving during 2024) | Executive oversight; board participation through merger and public listing transition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RENN Fund, Inc. (NYSE: RCG) | Co‑Portfolio Manager | Since 2021 | Portfolio management and cross‑fund investment insights |
| FRMO Corp. (OTC Pink: FRMO) | President and CFO | Since 2021 | Executive leadership; FRMO has revenue‑share and equity ties to HKHC |
| Winland Electronics, Inc. | Director | Since 2021 | Governance oversight; HKHC maintains services agreements with related entities |
Board Governance
- Board service: Bregman is a director nominee and served during 2024; the Board held 2 meetings in 2024 and all directors attended .
- Committee roles: HKHC’s standing committees (Audit, Compensation, Nominating & Corporate Governance) are comprised of independent directors; non‑management directors’ 2024 membership/chairs were Roller (M/M/M), Brennan (M/C/M), Nagelberg (M/M/C), Rosenthal (C/M/M) .
- Dual‑role implications: HKHC combines Chairman/CEO in Murray Stahl; Daniel J. Roller serves as Lead Independent Director to counterbalance management influence. Bregman is a management director (President), not independent; independent committees and LID structure are intended governance mitigants .
- Director pay: Non‑management directors receive $100,000 cash annually; management directors (including Bregman) receive no additional board fees .
Fixed Compensation
- Program design: Base salaries plus discretionary cash bonuses; no equity‑based compensation currently; no employment agreements for executive officers .
- Bonus pool mechanics: For 2025, the bonus pool for executives other than Messrs. Murray Stahl, Steven Bregman, and Peter Doyle will be based on a percentage of incentive fees earned, subject to Compensation Committee discretion .
- For Bregman specifically: No salary/bonus amounts were disclosed; he is excluded from the 2025 bonus pool determination cited above .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Discretionary cash bonus (other executives; excludes Bregman) | % of incentive fees earned (pool basis for 2025) | Not disclosed | Not disclosed | Not disclosed | Discretionary | Cash (no equity) |
| Equity awards (RSUs/PSUs/Options) | N/A (company does not intend to grant currently) | N/A | N/A | N/A | N/A | N/A |
| Clawback policy | Applies to incentives in case of restatement due to misconduct or fraud | Policy‑based | N/A | N/A | Recovery eligible | N/A |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 9,302,182 | As of April 21, 2025; includes deemed beneficial shares via entities; 49.9% of outstanding |
| Ownership % of shares outstanding | 49.9% | Based on 18,635,321 shares outstanding |
| Shares outstanding (reference) | 18,635,321 | As of April 21, 2025 |
| Direct shares received (Merger, Aug 1, 2024) | 248,197 | Received directly in connection with merger |
| Deemed beneficial via Horizon Common, Inc. | 8,216,437 | Bregman disclaims beneficial ownership except to the extent of pecuniary interest |
| Deemed beneficial via FRMO Corp. | 823,863 | Bregman disclaims beneficial ownership except to the extent of pecuniary interest |
| Other pooled accounts (approx.) | 13,685 | Additional deemed beneficial shares; disclaimer applies |
| Options/RSUs outstanding | None disclosed for executive officers | No equity awards outstanding for NEOs as of 12/31/2024; company does not grant options/SARs currently |
| Insider trading policy | Adopted | Company policy governs trading by directors, officers, and employees |
| Pledging/hedging | Not disclosed | No explicit disclosure of pledging/hedging by Bregman |
Note: Bregman “disclaims beneficial ownership” of shares held by Horizon Common, FRMO, and other entities except to the extent of his pecuniary interest .
Employment Terms
| Term | Status | Details |
|---|---|---|
| Employment agreement | None | HKHC has no employment agreements with executive officers |
| Severance provisions | Not disclosed | No severance multiples disclosed |
| Change‑of‑control (CoC) | Not disclosed | No CoC terms disclosed; no equity acceleration framework disclosed |
| Non‑compete / Non‑solicit | Not disclosed | Not addressed in proxy |
| Clawback | Policy in place | Recovery for financial restatements due to misconduct/fraud |
| Ownership guidelines | Not disclosed | No director/executive ownership guideline disclosure |
Performance & Track Record
| Metric (FY 2024) | Figure | Notes |
|---|---|---|
| Revenue growth YoY | 18% | Driven by increasing AUM and favorable performance |
| Incentive fees (proprietary funds) | $51.7 million | Eliminated from consolidated revenues but reflected in net income |
| AUM (year‑end) | $9.8 billion | Up ~51% (+$3.3B) YoY |
| Strategic events | Merger with Horizon Kinetics completed Aug 1, 2024; public listing as HKHC; multiple fund launches | Supports scale and product breadth |
Director Compensation (Context)
- Non‑management directors: $100,000 cash retainer annually; inclusive of committee service; paid quarterly .
- Management directors (including Bregman): No additional compensation for board service .
Related Party Transactions (Governance Risk Review)
- FRMO Corporation: FRMO has rights to 4.2% of HKHC’s gross revenue (pre commission sharing) and holds ~4.4% ownership in HKHC; HKHC also owns 196,117 shares of FRMO; Bregman is President/CFO of FRMO, creating interlocks; Audit oversight and conflict‑of‑interest policies apply .
- CMSC and Winland: HKHC guarantees a $0.3 million CMSC promissory note via HM Tech; HKHC has services agreements with CMSC and Winland; certain HKHC officers also serve similar roles at these entities; HKHC owns 36,969 shares of CMSC .
- Governance controls: Related‑party transactions require approval by unaffiliated directors under a written policy; Audit Committee and unaffiliated board review process described .
Risk Indicators & Red Flags
- Combined Chair/CEO structure: Concentration of power in CEO/Chair (Murray Stahl); mitigated by Lead Independent Director and fully independent committees .
- Related‑party complexity: Multiple interlocks (FRMO, CMSC, Winland) and revenue‑share arrangements elevate conflict risk; formal policies and Audit Committee oversight are in place .
- Compensation alignment: Absence of equity awards and exclusion of certain executives (including Bregman) from the 2025 bonus pool design reduce equity‑linked dilution and may limit short‑term selling pressure, but reduce explicit pay‑for‑performance linkages .
- Compliance: Section 16(a) filings reported timely for officers/directors/10% holders ; clawback policy maintained .
Compensation Structure Analysis
- Mix shift: Cash‑centric design (base + discretionary cash), no equity grants, no options/SARs; this lowers dilution and reduces incentive to sell but weakens long‑term equity alignment via vesting/performance metrics .
- Peer benchmarking: Compensation Committee references market data for similar asset managers, but peer group composition and target percentile are not disclosed .
- Governance discipline: Independent Compensation Committee and clawback policy; annual say‑on‑pay recommended by Board .
Say‑on‑Pay & Shareholder Feedback
- 2025 proposals include non‑binding advisory vote on NEO compensation and annual frequency recommendation; Board supports “FOR” votes and annual frequency .
- Voting outcomes for 2025 are not yet disclosed .
Investment Implications
- Alignment: Bregman’s very large beneficial stake (~49.9%) creates strong economic alignment; lack of equity grants and vesting reduces forced selling risk, though deemed ownership via entities (Horizon Common, FRMO) introduces structural complexity and potential indirect liquidity events .
- Retention risk: No employment agreement, severance, or CoC protections are disclosed; for founders with substantial ownership, retention risk is likely mitigated by intrinsic stake, but absence of formal arrangements reduces predictability in transitions .
- Trading signals: No Form 4 data was available in this analysis; insider trading policy is in place; high ownership and absence of equity grants suggest limited programmatic insider selling, but monitor related‑party transactions and any future equity plan adoption .
- Governance checks: Combined Chair/CEO and management directors necessitate strong independent oversight; presence of a Lead Independent Director and independent committees is a positive mitigant; continue monitoring the Audit Committee’s handling of interlocks and revenue‑sharing arrangements .