Ezra Beyman
About Ezra Beyman
Ezra Beyman, age 70, is Chairman and Chief Executive Officer of Reliance Global Group (since 2018). He previously built a large real estate and mortgage enterprise and has over a decade in insurance; he earned his first Talmudic degree in 1975 . Pay-versus-performance shows net loss of $9.1M in 2024, $12.0M loss in 2023, and $6.5M income in 2022; cumulative TSR values reported in the proxy fell sharply from 2022 to 2024 .
Pay vs Performance (as disclosed)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net (Loss) Income ($000) | $6,466 | $(12,010) | $(9,072) |
| Cumulative TSR (Value of $100 initial investment) | $8.82 | $0.56 | $0.16 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Reliance Global Group, Inc. | Chairman & CEO | 2018–present | Leads strategy and M&A in insurance distribution |
| Reliance Global Holdings, LLC & affiliates | Chairman | 1985–present | Built and managed large real estate/mortgage portfolio; later added insurance agencies |
External Roles
| Organization | Role | Years | Notes / relevance |
|---|---|---|---|
| Reliance Global Holdings, LLC (private) | Chairman/Controller | 1985–present | Related-party lender to RELI under a loan agreement; under common control with Mr. Beyman |
| YES Americana Group, LLC (controlled by spouse) | Related-party lender | 2022–2026 (note matures if extended) | $1.5M promissory note to RELI (0% first 6 months, 5% thereafter; extensions possible) |
Fixed Compensation
| Year/Action | Base Salary | Cash Bonus | Notes |
|---|---|---|---|
| 2023 SCT | $338,942 | $0 | Smaller reporting company disclosure |
| 2024 SCT | $425,000 | $0 | “All other comp” of $4,577 relates to 401(k) contribution |
| Jul 10, 2025 change | $513,000 | $593,000 (annual bonus; payable monthly starting July 2025) | Compensation Committee action |
Performance Compensation
- Annual Equity Award under CEO agreement: fully-vested stock on the first business day of each annual term equal in value to 50% of then-base salary; award is contingent on plan share capacity and is issued under the company equity plan. Bonus eligibility is discretionary; no specific performance metrics were set in the agreement .
- Sept 12, 2025 vesting acceleration: 761,775 shares of previously granted restricted stock for Mr. Beyman were accelerated to fully vest, along with awards for other NEOs .
| Incentive component | Metric | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual equity (CEO agreement) | None specified | n/a | n/a | 50% of base salary value in fully-vested shares | Subject to plan capacity; issued under 2023/2024/2025 plans |
| Discretionary bonus | Board discretion | n/a | n/a | $593,000 approved for 2025 | Approved July 2025; paid monthly |
| 2025 RSU/stock award changes | n/a | n/a | n/a | Full acceleration on 9/12/2025 | 761,775 shares accelerated for CEO; retention rationale cited |
Equity plans permit performance-based awards, with broad menus of financial/operational targets (EPS, revenue, cash flow, TSR, etc.), and standard features (FMV strike prices, 10-year option terms, clawback, limited transferability). Director grant caps apply. Share pool magnitudes were substantial relative to outstanding shares at record dates (e.g., 2024 Omnibus 1,000,000 shares ~64.3% of outstanding; 2025 Equity Plan 2,000,000 shares ~67.2%) .
Equity Ownership & Alignment
| Holder | Beneficial ownership (common) | % outstanding | Composition/detail |
|---|---|---|---|
| Ezra Beyman (CEO) | 87,675 shares | 2.95% | 87,195 direct; 8 via Reliance Global Holdings, LLC; 472 via YES Americana Group, LLC |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging by employees, officers and directors .
- Insider transaction signals (recent public filings and trackers):
- Reported open-market purchases by Mr. Beyman in 2024 (e.g., 186,000 shares at ~$0.27 on May 30, 2024; 30,000 shares at ~$0.28 on June 26, 2024) .
- A Form 4 entry indicates tax-withholding share dispositions around Mar 26, 2025 (disposition to cover taxes) .
- Example SEC Form 4 XML signature for 2025 also shows ownership lines (Reliance Global Holdings, LLC controlled by Mr. Beyman) .
Note: Company disclosed Section 16 reporting delinquencies in multiple proxies (untimely Form 4s). In 2024, Mr. Beyman failed to timely file eight Form 4s; in 2024/2025, additional untimely filings were noted .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Title/Reporting | CEO; reports to Board | |
| Term | Initial 2 years (effective Jan 2024), auto-renewing for 2-year periods unless 30-days’ notice | |
| Base salary | $425,000 at signing (Jan 2024); later increased to $513,000 (Jul 2025) | |
| Annual equity | Fully-vested stock each year equal to 50% of then-base salary; subject to plan capacity and exchange rules | |
| Bonus | Discretionary (Board) | |
| Severance (no cause / good reason) | 24 months base salary; unvested equity vests; accrued compensation paid | |
| Cause / Good Reason | Good Reason includes (post-CoC) material comp/benefit reduction; salary or target bonus reduction; 50+ mile relocation; uncured material breach (10-day cure) | |
| Change of Control (def’n) | >50% voting power change, certain mergers, or sale of substantially all assets with standard thresholds | |
| Covenants | 3-year non-solicitation; confidentiality/IP ownership; Florida law; arbitration (NJ forum for legal proceedings) |
Board Governance
- Roles: Combined Chairman and CEO. Board states combined roles are effective given small company size .
- Committees (all independent): Audit (Chair: Scott Korman; financial expert), Compensation (Chair: Ben Fruchtzweig), Nominating & Governance (Chair: Sheldon Brickman) .
- Board activity/attendance: 14 board meetings in 2024; all incumbent directors attended ≥75% of Board/committee meetings that year .
- Independence/relationships: Ezra Beyman (CEO/Chair) is not independent; family relationship disclosed (Ezra is father of EVP, Insurance Division, Yaakov Beyman) .
Related Party Transactions
- Reliance Global Holdings, LLC (entity under common control with Mr. Beyman) provided a loan to RELI; no term, no interest; repayments from business cash flows .
- YES Americana Group, LLC (entity controlled by Mr. Beyman’s spouse) provided a $1.5M note to RELI on Sep 13, 2022 (0% for first six months, then 5% interest; monthly payments; automatic extensions to Jan 15, 2025 and potentially Jan 15, 2026 if unpaid) .
Compensation Structure Analysis
- Shift toward guaranteed/vested equity: CEO’s annual equity awards are fully vested at grant (no performance conditions) under the 2024 employment agreement, weakening pay-for-performance alignment .
- Large equity plan overhangs: The 2024 Omnibus Plan authorization (1,000,000 shares, ~64.3% of outstanding at record date) and 2025 Equity Plan authorization (2,000,000 shares, ~67.2% of outstanding) are high relative to float, raising potential dilution concerns .
- 2025 acceleration: The Compensation Committee accelerated vesting for a large number of shares for multiple executives, including 761,775 for CEO, framed as retention and alignment; such accelerations can precede selling windows and may be viewed as loosened performance discipline absent explicit targets .
- Clawback policy: Adopted in 2023 and applies to incentive-based compensation tied to financial reporting measures for the three-year look-back period following a restatement .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay is included on the 2025 ballot; outcome advisory and not binding; the company states it will consider significant “against” votes in future designs .
Risk Indicators & Red Flags
- Combined CEO/Chair role and family relationship on management bench (CEO’s son as EVP) .
- Related-party financing with entities controlled by Mr. Beyman or his spouse .
- SEC Section 16(a) reporting delinquencies (untimely Form 4s) by CEO and other insiders disclosed in proxies .
- Fully-vested equity awards (no performance metrics) for CEO, and 2025 accelerated vesting—potentially weak pay-for-performance alignment .
- Significant potential dilution from recent/authorized equity plans (2024/2025) relative to outstanding shares .
Investment Implications
- Alignment: CEO owns ~2.95% of shares (direct/indirect), anti-pledging/hedging policy is shareholder-friendly, and 2024 insider purchases by the CEO indicate some confidence . However, fully-vested annual equity, 2025 vesting accelerations, and related-party loans temper alignment quality .
- Retention: The contract’s 24-month salary severance and multi-year non-solicit reduce retention risk; the Committee’s 2025 acceleration suggests proactive retention, but also increases near-term share supply risk if insiders monetize .
- Governance: Combined CEO/Chair, familial ties, and repeated Section 16 filing delays are governance risks; clawback and independent committees are positives .
- Performance: Reported PVP shows negative net income in 2023–2024 and declining TSR metrics through 2024, implying execution risk; any 2025–2026 improvements should be weighed against heightened dilution and recent compensation escalations .
Appendix: CEO Summary Compensation (SCT)
| Year | Salary ($) | Stock awards ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 425,000 | 55,278 | 4,577 | 484,855 |
| 2023 | 338,942 | 105,840 | – | 444,782 |
Appendix: Beneficial Ownership (Record Date Mar 31, 2025)
| Holder | Shares | % | Detail |
|---|---|---|---|
| Ezra Beyman | 87,675 | 2.95% | 87,195 direct; 8 via Reliance Global Holdings, LLC; 472 via YES Americana Group, LLC |
Appendix: Key Contractual Terms (Jan 2024 CEO Agreement)
| Provision | Detail |
|---|---|
| Term & Renewal | 2-year initial; auto-renew 2-year terms; at-will employment |
| Base Salary | $425,000 at signing; later adjusted by Committee (to $513,000, Jul 2025) |
| Annual Equity | Fully-vested shares equal to 50% of base salary; subject to plan capacity |
| Severance | 24 months base; equity vests; accrued comp paid on termination without cause or resignation with good reason |
| Good Reason | Post-CoC diminution in comp/benefits; salary/bonus target cut; 50+ mile move; uncured material breach (10 days) |
| CoC | >50% change in voting power; certain mergers; sale of substantially all assets |
| Covenants | 3-year non-solicit; confidentiality/IP; Florida law; arbitration (NJ venue for court proceedings) |