Charles A. Zabatta
About Charles A. Zabatta
Independent director of Siebert Financial Corp. since December 16, 2016; age 83; B.A. in Industrial Psychology from Iona College . Career spans financial services and corporate development, including roles with the NYSE, PaineWebber, Securities Settlement Corp., Josephthal Lyon & Ross, Kennedy Cabot & Co., and TD Waterhouse; served as StockCross head of Corporate Development (2011–2016) . Determined independent under Nasdaq rules; attended at least 75% of Board meetings and all committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| StockCross Financial Services | Consultant; Head of Corporate Development | 2011–2016 | Led corporate development initiatives |
| New York Stock Exchange | Various positions | Not disclosed | Finance/market operations exposure |
| PaineWebber | Various positions | Not disclosed | Brokerage/financial services experience |
| Securities Settlement Corp. | Various positions | Not disclosed | Post-trade/settlement expertise |
| Josephthal Lyon & Ross | Various positions | Not disclosed | Brokerage experience |
| Kennedy Cabot & Co. | Various positions; prior board service | Not disclosed | M&A/business building |
| TD Waterhouse | Various positions | Not disclosed | Retail brokerage operations |
| Knight Capital | Prior board member | Not disclosed | Capital markets governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paraco Gas Corporation (private) | Board member | Current | Large privately held independent energy company in the Northeast |
Board Governance
- Independence: Independent under Nasdaq and SEC rules; non-independent directors are Gloria E. Gebbia, John J. Gebbia, and Andrew H. Reich .
- Committees: Audit Committee member; Compensation Committee member .
- Audit leadership transition: Audit Committee chaired by Jerry M. Schneider in 2024; Lewis W. Solimene to become Chair if elected; Committee members (including Zabatta) deemed independent; Solimene qualifies as audit committee financial expert .
- Meetings and attendance: Board held 14 special meetings in 2024; Audit Committee held 9 meetings; Compensation Committee held 1 meeting; each incumbent director attended ≥75% of Board meetings and all of their committee meetings .
- Executive sessions: Independent directors regularly meet in executive sessions outside management presence .
| Governance Metric | 2024 |
|---|---|
| Board special meetings (count) | 14 |
| Audit Committee meetings (count) | 9 |
| Compensation Committee meetings (count) | 1 |
| Director independence status | Independent |
| Attendance threshold met | ≥75% Board; all committee meetings |
Fixed Compensation
| Year | Cash Fees | Stock Awards | Option Awards | Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $150,000 | — | — | — | $150,000 |
Notes: Director fees are payable quarterly; no equity grants or options for directors were reported in 2024 .
Performance Compensation
| Element | 2024 Status |
|---|---|
| Equity grants (RSUs/PSUs) | None disclosed for directors |
| Options/SARs | None disclosed for directors |
| Performance metrics tied to director comp (e.g., TSR/EBITDA) | Not disclosed/applicable |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Knight Capital | Public (prior) | Director (prior) | No SIEB-related interlock disclosed |
| Kennedy Cabot & Co. | Private (prior) | Director (prior) | No SIEB-related interlock disclosed |
| Paraco Gas Corporation | Private | Director | No SIEB-related interlock disclosed |
No related-party transactions disclosed involving Zabatta; related-party items center on Gebbia family, KCA, PW, RISE, Tigress, Kakaopay, and Gebbia Media .
Expertise & Qualifications
- Extensive financial services leadership and M&A execution experience; advises on capital raising, business structure, and management .
- Industrial psychology academic background; broad industry network and prior board expertise cited as qualification for SIEB Board .
Equity Ownership
| Holder | Shares | Percent of Class | Notes |
|---|---|---|---|
| Charles A. Zabatta | 550,439 | 1% | Includes 530,439 shares owned by spouse |
Insider trading plans:
- Adopted Rule 10b5-1 plan on May 19, 2025 for potential sale of up to 200,000 shares; terminated July 3, 2025 .
- Adopted Rule 10b5-1 plan on August 25, 2025 for potential sale of up to 20,000 shares; expires November 24, 2026 .
| 10b5-1 Arrangement | Adoption Date | Max Shares | Termination/Expiry |
|---|---|---|---|
| Plan #1 | May 19, 2025 | 200,000 | Terminated July 3, 2025 |
| Plan #2 | Aug 25, 2025 | 20,000 | Expires Nov 24, 2026 |
No pledging or hedging disclosed for directors; company policy strongly discourages hedging transactions by directors .
Governance Assessment
- Board effectiveness and independence: Zabatta is independent and sits on both Audit and Compensation Committees, contributing to financial oversight and pay governance; committees met 9 and 1 times in 2024, respectively, with ≥75% attendance benchmark met across directors .
- Compensation alignment: Director pay is all-cash with no equity awards in 2024, which limits direct stock-based alignment but avoids potential equity-related conflicts; total director cash fees for Zabatta were $150,000 .
- Ownership alignment: Holds ~1% of shares (including spousal holdings), providing meaningful alignment for a small-cap issuer .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Zabatta; broader company-related party activity centers on Gebbia family entities, Kakaopay agreements, and acquisitions, monitored by Audit Committee—on which Zabatta serves .
- Signals to investor confidence: Rapid termination of an initial 10b5-1 plan followed by a smaller new plan may draw attention; however, use of Rule 10b5-1 arrangements is permitted under policy and framed to satisfy affirmative defense requirements .
RED FLAGS
- Concentrated control and extensive related-party transactions involving Gebbia family (42% beneficial ownership; multiple intra-group transactions and guarantees) elevate governance risk; vigilance by independent directors (including Zabatta) is critical .
- Low Compensation Committee meeting frequency (1 in 2024) could indicate limited formal oversight cadence; workload and decision processes should be evaluated relative to pay decisions and risk oversight .
Additional Context (Company-Level Governance)
- Independent directors regularly meet in executive sessions; Audit Committee charter and Compensation Committee charter available on SIEB’s website .
- Audit firm transition in 2024 to Crowe LLP; Audit Committee report signed by Jerry M. Schneider (Chair), Francis V. Cuttita, and Charles A. Zabatta .