Andrew H. Reich
Executive Vice President, Chief Operating Officer, Chief Financial Officer, and Secretary at SIEBERT FINANCIAL
Executive
Board
About Andrew H. Reich
Andrew H. Reich, age 70, is Executive Vice President, Chief Operating Officer, Chief Financial Officer, Secretary, and a Director of Siebert Financial Corp. He has served as EVP, COO, and CFO since December 16, 2016 and has been on the Board since December 16, 2016. He holds an M.B.A. from the University of Southern California and a B.B.A. from Baruch College. Prior to Siebert, he spent 14+ years in senior roles at StockCross, and is CEO of Muriel Siebert & Co., LLC (MSCO) .
Company performance under his tenure recently improved: FY 2024 net revenues were $83.9M and net income was $13.3M versus FY 2023 net revenues of $71.5M and net income of $7.8M (revenue +17%, net income +70%) . “Pay versus performance” shows cumulative TSR value of an initial $100 at $37.93 by 2024 and net income of $13,286K, reflecting a recent profit upswing after prior years’ negative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StockCross Financial Services | Various executive roles; Chairman prior to resignation at closing | 2002–2016; Chairman in 2015 until closing | Led corporate development and senior management at a broker; governance leadership as Chairman |
| Muriel Siebert & Co., LLC (MSCO) | Chief Executive Officer | Current (date not specified) | Leadership over Siebert’s primary brokerage subsidiary |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park Wilshire Insurance Company | Chief Financial Officer | 2010–2016 | Oversight of insurance finance operations; added industry breadth |
| Gebbia Holding Co. | Chief Financial Officer | Since 2013 | Financial leadership at Gebbia family holding company (potential interlocks) |
| Aarianna Realty Inc. | Owner | Not disclosed | Real-estate ownership and operating experience |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $225,000 | $250,000 | $272,000 |
| Board Cash Retainer ($) | $120,000 (presented with employee totals for 2023; no 2022 board fees disclosed for Reich) | $120,000 | $120,000 |
Notes: Director compensation table confirms Reich received $120,000 in board fees in 2024; the company presents “All other compensation” for Reich and CEO as board compensation in summary tables .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|---|
| Annual Discretionary Cash Bonus | Operating results; financial performance; individual contribution (discretionary) | Not formulaic | Not disclosed | $25,000 (2022) ; $181,000 (2023) ; $190,000 (2024) | Cash; immediate |
| Equity Awards (RSUs) | Not specified (historical RSU grant) | Not disclosed | Not disclosed | $32,000 stock awards (2022) ; no stock awards 2023–2024 | Not disclosed; as of 12/31/2024 no outstanding awards for NEOs |
Program design: Compensation Committee uses industry practice of base salary + annual discretionary cash bonuses to align with shareholder returns; awards may be equity under the 2021 Plan but Reich had no outstanding equity at YE 2024 .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 637,574 shares (2% of outstanding) for Andrew H. Reich; includes 28,000 shares owned by his children |
| Ownership as % of Shares Outstanding | 2% (based on 40,426,936 shares as of record date) |
| Vested vs Unvested | Not disclosed; as of 12/31/2024 no outstanding executive awards |
| Options (Exercisable/Unexercisable) | None; no option agreements with NEOs as of 12/31/2024 |
| Shares Pledged as Collateral | Not disclosed; insider hedging discouraged by policy |
| 10b5-1 Plan | Adopted May 19, 2025 for potential sale of up to 420,000 shares in aggregate (with Francis V. Cuttita); expires May 19, 2027 |
| Stock Ownership Guidelines | Not disclosed |
Implication: Reich’s 2% stake provides alignment; adoption of a 10b5-1 plan suggests planned, structured selling capacity into May 2027, which can create intermittent supply pressure if executed .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None – employees at will; no executive employment agreements |
| Severance | Not disclosed |
| Change-of-Control (Equity) | Under 2021 Plan: if awards are not assumed by a successor, outstanding awards vest at change in control; if assumed, vest upon termination without cause or for good reason within 12 months post-CIC; performance shares vest per Committee determination |
| Clawback Policy | Mandatory recovery of erroneously received incentive-based compensation after certain restatements; Compensation Committee may make exceptions per Nasdaq rules |
| Tax Gross-Ups | Not disclosed |
| Non-compete / Non-solicit / Garden Leave | Not disclosed |
Board Governance
- Role and Independence: Reich is a director and executive (EVP/COO/CFO), and is not independent under Nasdaq rules. CEO John J. Gebbia is both CEO and Chairman (dual role) .
- Committees: Compensation Committee (Zabatta, Cuttita); Audit Committee (Schneider, Zabatta, Cuttita; Solimene nominated to chair post-annual meeting). Reich is not listed on these committees .
- Attendance: The Board held 14 special meetings in 2024; each incumbent director attended at least 75% of Board and their committee meetings .
- Executive Sessions: Independent directors regularly meet in executive session without management .
- Advisory Committee: Company formed an Advisory Committee (industry leaders) in 2024 to support strategy; not a Board committee .
Dual-role implications: CEO also Chairman; Reich is both CFO and Director. Combined leadership may reduce independent oversight; Board affirms majority independence but names Gebbia and Reich as non-independent, with independent executive sessions mitigating risk .
Director Compensation (Andrew H. Reich)
| Year | Cash Fees | Equity | Total |
|---|---|---|---|
| 2024 | $120,000 | $0 | $120,000 |
Company Performance (Context for Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Revenues ($USD) | $50,102,000 | $71,514,000 | $83,901,000 |
| Net Income ($USD) | $(2,990,000) | $7,844,000 | $13,303,000 |
| EPS (Basic/Diluted, $) | $(0.06) | $0.21 | $0.33 |
| Pay vs Performance TSR ($100 Base) | $(41.38) at 2022 | $(27.59) at 2023 | $37.93 at 2024 |
Compensation Structure Analysis
- Shift to cash: Reich had stock awards in 2022 ($32,000) but no equity awards in 2023–2024, indicating a shift toward cash compensation (salary + discretionary bonus) in recent years .
- No options/Repricing: No option grants; plan prohibits repricing without shareholder approval .
- At-risk pay: Annual bonus remains discretionary and tied to operating/financial performance; no disclosed explicit metric weights or formula .
- Clawback implemented: Compliant with Nasdaq clawback requirements .
- Equity plan expansion: 2025 proxy seeks to increase plan shares from 3.0M to 5.0M; overhang ~10% (4,058,000 shares) if approved .
Related Party Transactions & Governance Context
- Significant Gebbia family related-party arrangements (KCA paymaster services, brand license costs, PW insurance brokerage revenue, family compensation, leases, credit guarantees, and acquisition of Gebbia Media). These are overseen by Audit Committee per charter and Code of Ethics conflict policies .
- Kakaopay governance: A&R Stockholders’ Agreement gives Kakaopay one board seat and certain consent rights; company owes Kakaopay fee installments ($5M total). Kakaopay holds ~20% .
Risk Indicators & Red Flags
- Independence: Reich (executive) on board; CEO also Chairman; three non-independent directors (Gebbia family and Reich) .
- Insider selling capacity: Reich adopted 10b5-1 plan (aggregate up to 420,000 shares with Cuttita) expiring May 19, 2027 .
- Related-party transactions: Multiple Gebbia-family transactions; governance mitigants include Audit Committee review and Code of Ethics, but concentration risk persists .
- Say-on-Pay history: Advisory vote proposed; historical approval rates not disclosed in proxy .
- Controls: 2023 material weakness in ITGCs was remediated by 2024, but future risk noted by auditors and management .
Compensation Peer Group & Shareholder Feedback
- Peer group composition, target percentile, and independent compensation consultant usage are not disclosed; Compensation Committee consists of independent directors (Zabatta, Cuttita) .
- Say-on-pay approval percentages and detailed shareholder feedback not disclosed; advisory vote recommended “FOR” in 2025 .
Expertise & Qualifications
- Education: M.B.A. (USC), B.B.A. (Baruch) .
- Technical domain: Finance/operations leadership across brokerage, insurance, and technology-oriented subsidiaries .
- Board qualifications: Senior financial expertise as CFO; not designated audit committee financial expert; Solimene nominated to serve as Audit Chair/financial expert if elected .
Work History & Career Trajectory
- 30+ years in financial industry; StockCross executive roles; SEC-registered broker-dealer leadership at MSCO; CFO roles in insurance and family holdings; owner of a real estate company .
Compensation Committee Analysis
- Composition: Two independent directors (Zabatta, Cuttita) .
- Consultant usage: Not disclosed.
- Oversight: Committee evaluates executive performance vs operating and financial results; administers the equity plan .
Investment Implications
- Alignment: Reich owns 2% of SIEB; no outstanding equity awards as of YE 2024; discretionary cash bonus structure suggests nearer-term cash orientation over long-term equity incentives .
- Selling pressure: Adoption of a 10b5-1 plan (through May 2027) indicates potential continued insider sales cadence, a technical headwind when active .
- Governance: CFO serving on the Board and CEO-Chairman dual role reduce independence; however, majority-independent board, executive sessions, and clawback policy provide mitigants .
- Performance linkage: Recent revenue and net income growth in 2024 supports bonus payouts; lack of disclosed metric weights/formulas reduces transparency of pay-for-performance .
- Plan dilution: Proposed expansion to 5.0M shares increases potential equity-based incentives and share overhang to ~10%—monitor grant practices and future burn rate .