Ben Fruchtzweig
About Ben Fruchtzweig
Independent director of Reliance Global Group since 2019; age 61 as of the 2025 proxy. CPA (NYS license, 1987) with decades of accounting and financial services experience; Magna Cum Laude graduate of Queens College/CUNY (1985). He lectures on business ethics and serves as a trustee on a non-profit private foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Haskins & Sells | Audit/Accounting professional | Not disclosed | Foundational public accounting experience |
| National financial services and investment companies | Chief Comptroller/Financial Analyst | Not disclosed | Executive finance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mosdos Beis Abba | Director | June 2013 – Present | Non-profit governance experience |
| Non-profit private foundation (unnamed) | Trustee (voluntary) | Not disclosed | Philanthropic trustee work |
Board Governance
- Committee assignments and roles:
- Audit Committee member; committee comprised of independent directors; 5 meetings in FY2024 .
- Nominating & Corporate Governance Committee member; independent directors; 1 meeting in FY2024 .
- Compensation Committee Chair; independent directors; 5 meetings in FY2024 .
- Independence: All three standing committees are comprised solely of independent directors .
- Attendance and engagement:
- Board held 14 meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting virtually .
- Governance policies:
- Anti-hedging and anti-pledging policy applies to directors; hedging and pledging company stock prohibited .
- Board leadership is combined (Chairman and CEO roles not formally separated), cited as most effective given company size .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $44,332 | $48,996 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock awards ($) | $22,680 | $11,766 |
| Option awards (# of shares) | - | - |
| Non-equity incentive plan compensation ($) | - | - |
No director meeting fees or separate committee chair fees disclosed; compensation reflected as cash retainer plus equity grants .
Performance Metrics Tied to Compensation (Plan-level capabilities)
| Plan | Performance Metrics Available (examples) | Director Award Notes |
|---|---|---|
| 2024 Omnibus Plan | Share price; total stockholder return; EPS; net income; operating income; gross revenue; cash flow; return on equity; net margin; pre-tax income; debt metrics; acquisitions/dispositions; policy/strategy implementation, among others | No non-employee director may receive grants > $300,000 grant-date fair value per fiscal year |
| 2025 Equity Plan | Committee may condition vesting on specific performance targets; options/SARs strike ≥ fair market value; outside director grant limit $300,000 per fiscal year; total share authorization 2,000,000 (≈67.2% of outstanding at record date) | Compensation Committee (independent) administers and cannot delegate grants to non-employee directors |
Proxy statements do not specify that Ben’s director equity awards are subject to particular performance conditions; plan documents permit but do not require performance-conditioned awards for directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed for Ben in proxy materials |
| Private/non-profit boards | Mosdos Beis Abba (Director) |
Expertise & Qualifications
- CPA (NYS, 1987); extensive accounting and finance background; former roles in national financial services and investment companies .
- Business ethics lecturer; non-profit governance experience .
- The Board cites his accounting and finance background as making him a strong director .
Equity Ownership
| Metric | 2024 (Record: 4,768,863 shares outstanding) | 2025 (Record: 2,974,869 shares outstanding) |
|---|---|---|
| Ben Fruchtzweig beneficial ownership (shares) | 36,477 | 63,746 |
| Beneficial ownership (%) | *% (less than 1%) | 2.14% |
| Shares outstanding (record date) | 4,768,863 | 2,974,869 |
| Anti-hedging/pledging policy | Prohibits hedging and pledging of company stock | Prohibits hedging and pledging of company stock |
No disclosure of pledged shares, options held, or unvested director equity tranches for Ben beyond the annual stock award values shown in the director compensation tables .
Governance Assessment
- Strengths:
- Independent director with deep accounting/finance expertise; active engagement as Compensation Committee Chair; member of Audit and Nominating committees .
- Board and committee participation evidenced by FY2024 meeting cadence and ≥75% attendance; attendance at Annual Meeting .
- Anti-hedging/pledging policy enhances alignment; strong say-on-pay approval at 2025 Annual Meeting (For: 1,082,884; Against: 21,626; Abstain: 2,313; broker non-votes: 710,958) signaling investor support for compensation oversight .
- Watch items and potential red flags:
- Section 16(a) compliance: Ben had one late Form 4 filing for FY2024 (minor process lapse) .
- Equity plan overhang: 2025 Equity Plan authorizes up to 2,000,000 shares (≈67.2% of outstanding at record date), though governed by a $300,000 annual director grant cap; potential dilution risk deserves monitoring of actual grant practices .
- Board leadership: Combined Chairman/CEO structure may limit independent oversight; mitigants include independent committees and roles but remains a governance consideration for investors .
Insider Trades & Compliance
| Item | FY2024 |
|---|---|
| Late Section 16(a) Form 4 filings (Ben) | 1 late filing |
| Anti-hedging/pledging policy in effect | Yes |
Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (2025) | 1,082,884 | 21,626 | 2,313 | 710,958 |
| 2025 Equity Incentive Plan | 1,018,560 | 83,560 | 4,703 | 710,958 |
| Director election (Ben) | 1,075,131 For; 31,692 Abstain; 0 Against; 710,958 broker non-votes |
No involvement in legal or regulatory proceedings for directors in the past 10 years was disclosed, enhancing governance confidence . Family relationships among directors/officers were noted only for the CEO and EVP (father–son); no such relationship applies to Ben .