Jerry M. Schneider

About Jerry M. Schneider

Jerry M. Schneider, CPA, served as an independent director of Siebert Financial Corp. and Chairman of the Audit Committee from December 29, 2016 through the 2025 annual meeting; he was not nominated for re-election in 2025, and the decision was stated as not due to any disagreement with management or the Board . He is licensed in New York and Florida and has 40+ years of accounting experience with memberships in AICPA, NYSSCPA, and FICPA; he was recognized by the Board as an audit committee financial expert in 2024 . In 2024, his age was disclosed as 79 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Schneider (and other non-employee directors, excluding Gloria Gebbia, John J. Gebbia, and Andrew H. Reich) to be independent under Nasdaq Rule 5605(a)(2) and SEC Rules 10A-3/10C-1 .
• Committee assignments: Audit Committee Chair; the 2025 proxy indicates that, if elected, Lewis W. Solimene Jr. would replace Schneider as Audit Committee Chair following the Annual Meeting .
• Attendance and engagement:
  • Board meetings: 14 special meetings held in 2024; each incumbent director attended at least 75% of Board meetings and all of his/her committee meetings (company-wide disclosure) .
  • Audit Committee meetings: Nine meetings in 2024; four meetings in 2023 .
• Nominating process: No standing nominating committee; independent directors conduct nominations per Nasdaq Rule 5605(e)(1)(A) .
• Executive sessions and cadence: Independent directors regularly meet in executive session; Board intends at least four regular meetings annually plus special meetings; access to legal counsel is available to the Board .
• Audit Committee oversight: Pre-approval policy authorizes the Audit Chair to approve audit and permissible non-audit services with subsequent committee reporting; 2024 audit fees totaled $825,000 (Crowe) and $67,000 (Baker Tilly quarterly reviews), with zero tax/other fees, and the committee recommended inclusion of 2024/2023 audited financials in the 10-K .

Board and Committee Activity

Fixed Compensation

Notes:

• Director compensation is paid quarterly, plus reimbursement of reasonable travel and out-of-pocket costs .

Performance Compensation

• No director equity awards or options were disclosed for Schneider for 2023 or 2024; director pay is entirely cash-based for these periods .

Other Directorships & Interlocks

Additional governance context: The Compensation Committee disclosed no interlocks during 2024; Schneider is not a Compensation Committee member .

Expertise & Qualifications

• CPA with 40+ years’ accounting experience; licenses in NY and FL; member of AICPA, NYSSCPA, and FICPA .
• Audit committee financial expert status confirmed by the Board (2024) .
• Practice focus includes business planning, high net worth individuals, manufacturing, retailing, broker-dealers, hospitality, private educational institutions, and estate planning .

Equity Ownership

• No pledging or hedging by directors is permitted under company policy; the insider trading policy strongly discourages hedging transactions (e.g., collars, swaps, exchange funds) by directors, officers, employees, or designees .

Governance Assessment

• Strengths:

  • Independent director with deep audit credentials; recognized as audit committee financial expert; chaired an active Audit Committee overseeing a significant audit transition and pre-approval controls .
  • High engagement: Audit Committee met nine times in 2024; Board held 14 special meetings; attendance threshold met across incumbents .
  • Clear pre-approval policy for auditor services; no tax or other fees paid to external auditors in 2024, supporting auditor independence .

• Alignment and incentives:

  • Schneider’s director compensation was entirely in cash with no equity component for 2023–2024, limiting equity alignment; beneficial ownership is 3,000 shares (<1%), indicating modest “skin-in-the-game” .

• Conflicts and related-party exposure (company environment):

  • The company discloses extensive related-party arrangements involving the Gebbia family and affiliates (e.g., KCA paymaster arrangement in 2023; licensing costs passed through; family executive compensation; lease with Gebbia trust; Gebbia Media acquisition; credit agreement guarantees), with Audit Committee responsibility to review and approve related-party transactions .
  • The Audit Committee reported on financial statement integrity and auditor independence, with Schneider signing the committee report, reinforcing oversight over these exposures .

• Transition signal:

  • Schneider was not nominated for re-election in 2025; the proxy states no disagreement and anticipates a transition of Audit Committee chair to Lewis W. Solimene Jr. if elected, signaling board refresh and continuity of financial expertise on the committee .

• Policy safeguards:

  • Clawback policy and hedging restrictions are in place; Section 16(a) compliance broadly met in 2024 (one delinquent filing cited for another insider), with no Schneider-specific delinquency disclosed .

RED FLAGS

• Low equity ownership and cash-only director compensation diminish ownership alignment for Schneider, though consistent with small-cap director pay practices .
• Company-level related-party transactions involving controlling shareholders and family members require robust Audit Committee oversight; continued vigilance is warranted (committee’s review/approval role is disclosed) .

Implications for investor confidence

• Schneider’s audit leadership, independence, and committee activity supported financial oversight during a period of auditor and governance complexity. The planned handoff to an identified audit committee financial expert (Solimene) suggests continuity; however, the broader environment of related-party transactions remains a governance sensitivity that investors should monitor through Audit Committee disclosures and future proxies .