Francis V. Cuttita
About Francis V. Cuttita
Francis V. Cuttita (age 57) has served as an independent director of Siebert Financial Corp. since December 16, 2016. He is a Senior Partner at Cuttita, LLP, with over 27 years practicing law across real estate, business transactions, media, sports, and entertainment; he holds a B.A. from Swarthmore College and a J.D. from Fordham University School of Law . He is deemed independent under Nasdaq and SEC rules; incumbent directors met at least 75% attendance for board meetings and all committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cuttita, LLP (New York) | Senior Partner (law) | Over 27 years | Legal counsel in real estate, business transactions, media/sports/entertainment; adviser to financial, insurance, and sports businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various national businesses (financial, insurance, sports) | Advisor | Not disclosed | Advisory capacity; specific entities not named |
| Public company directorships | None disclosed | — | No other public boards disclosed |
Board Governance
- Independence: Determined “independent” under Nasdaq Rule 5605(a)(2) and SEC Rules 10A-3/10C-1; exceptions are Mrs. Gebbia, Mr. Gebbia, and Mr. Reich .
- Committee memberships:
- Audit Committee member (2024 committee: Schneider, Chair; Zabatta; Cuttita). Nine meetings held in 2024. Solimene designated Audit Chair contingent on election .
- Compensation Committee member (with Zabatta). One meeting held in 2024; committee oversees executive and director pay and administers equity plans .
- Nominating: No standing nominating committee; independent directors collectively handle nominations per Nasdaq Rule 5605(e)(1)(A) .
- Attendance: Board held 14 special meetings in 2024; each incumbent director attended at least 75% of board meetings and all committee meetings in 2024 .
- Annual meeting: Policy strongly encourages directors to attend; six directors attended the 2024 Annual Meeting .
Fixed Compensation
Director cash fees only; no equity or option awards disclosed for 2023–2024.
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $145,000 | $130,000 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Other Compensation ($) | — | — |
| Total ($) | $145,000 | $130,000 |
Notes: Fees payable quarterly; travel/out-of-pocket reimbursements available .
Performance Compensation
No performance-based director pay disclosed (no RSUs/PSUs/options; no meeting fees or chair premia specified).
| Component | Plan/Metric | Vesting/Terms | Status |
|---|---|---|---|
| Equity grants (RSUs/PSUs) | Not applicable | — | None for directors in 2023–2024 |
| Options/SARs | Not applicable | — | None for directors in 2023–2024 |
| Performance metrics (TSR, revenue, EBITDA) | Not applicable to director pay | — | Not disclosed |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | No interlock relationships in 2024 |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
| Prior public company boards | Not disclosed |
Expertise & Qualifications
- Legal expertise spanning real estate, business transactions, media/sports/entertainment; client base includes Fortune 100 corporates, hedge fund managers, and prominent figures .
- Education: Swarthmore (B.A.); Fordham University School of Law (J.D.) .
- Board qualifications emphasized by SIEB: legal experience and advisory background .
Equity Ownership
| Metric | Sep 6, 2024 | Sep 19, 2025 |
|---|---|---|
| Shares beneficially owned | 187,773 | 187,773 |
| Percent of class | 1% (of 40,120,936) | 1% (of 40,426,936) |
Notes: Company asserts sole voting/investment power unless footnoted; address c/o SIEB .
Insider Trades and Plans
| Date | Type | Shares (Plan Capacity) | Expiration | Notes |
|---|---|---|---|---|
| May 19, 2025 | Rule 10b5-1 trading arrangement (aggregate with A. Reich) | Up to 420,000 (aggregate) | May 19, 2027 | Adopted to satisfy Rule 10b5-1(c) affirmative defense; other plans by Gebbia and Zabatta noted separately |
Policy context:
- Insider trading and hedging: Company policy strongly discourages hedging/derivative tactics that offset decreases in SIEB equity value .
- Section 16(a) compliance: Company reports timely filings for 2024 with a disclosed late Form 4 by John M. Gebbia; no delinquency disclosed for Cuttita .
Governance Assessment
- Board effectiveness: Cuttita serves on both Audit and Compensation Committees, aligning with governance best practice that key committees be independent; the Audit Committee met nine times in 2024, suggesting active oversight .
- Independence and engagement: He is classified independent and met minimum attendance thresholds; the board uses independent directors to handle nominations, indicating reliance on independent oversight mechanisms .
- Compensation alignment: Director pay is entirely cash with no equity, reducing alignment through ownership incentives compared to equity-heavy structures; however, he holds 187,773 shares (~1%), providing some skin-in-the-game .
- Related-party transaction oversight: The company discloses multiple Gebbia family-related transactions (KCA paymaster, licensing, PW insurance, office lease, Gebbia Media acquisition, credit guarantees), reviewed by the Audit Committee per charter—Cuttita’s Audit Committee role is central to mitigating conflict risk .
Red flags and signals:
- RED FLAG: Extensive related-party transactions with controlling shareholders/family (KCA, PW, Gebbia Media, credit guarantees), elevating conflict risk; robust Audit Committee review is critical .
- Neutral signal: 10b5-1 plan adoption for potential share sales through 2027—pre-arranged plans can reduce informational abuse risk but imply prospective selling; monitor execution activity and volumes .
- Positive control: Clawback policy compliant with Nasdaq; hedging discouraged; auditor transition disclosed with no disagreements—supports governance hygiene .
Overall implication: Cuttita’s dual committee roles and independence support board oversight quality, but investor confidence will hinge on the Audit Committee’s handling of recurring related-party transactions and transparency around director equity alignment, given the all-cash fee structure .