John J. Gebbia
About John J. Gebbia
John J. Gebbia, age 86, serves as Chief Executive Officer, Chairman, and Director of Siebert Financial Corp. and has been CEO since May 24, 2023; he was a Special Advisor to the Board from 2017–2020 and a Director since June 1, 2020 . He has six decades of brokerage experience, including EVP at Walston & Co. (1962), CEO/owner of Jesup & Lamont (acquired in 1983), and ownership/control of multiple brokerage firms; he sold Kennedy Cabot & Co. to Toronto-Dominion Bank for $160 million in 1997 . Pay-versus-performance disclosure shows Compensation Actually Paid (CAP) aligning with reported totals and tracks TSR and net income: 2024 CAP $1.31M, TSR value of $100 fell to $37.93, and net income was $13,286 thousand; 2023 CAP $0.612M, TSR $(27.59), net income $7,826 thousand . Revenues rose from $22.3M in FY2023 to $26.6M in FY2024* (S&P Global), indicating topline progress during his tenure.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Walston & Company | Executive Vice President | 1962 | Senior leadership in brokerage operations |
| Jesup & Lamont | Chief Executive Officer; later owner | Acquired in 1983 | Built institutional brokerage franchise |
| Kennedy Cabot & Co. | Owner/Controller; sold to TD Bank | Sold in 1997 | Monetized platform via $160M sale to TD Bank |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple brokerage firms (various) | Owner/Controller | Various | Operated and consolidated brokerage businesses |
Fixed Compensation
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $292,000 | $840,000 |
| Bonus (cash) | $200,000 | $350,000 |
| Stock Awards | — | — |
| Option Awards | — | — |
| All Other Compensation (Board service) | $120,000 | $120,000 |
| Total Compensation | $612,000 | $1,310,000 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual discretionary cash bonus (committee judgment based on operating results and financial performance) | Discretionary | Not disclosed | 2023: $200,000 ; 2024: $350,000 | Cash | Immediate (cash bonus; no equity vesting disclosed) |
The company states exec pay includes base salary and an annual discretionary cash bonus; equity incentives exist at the plan level but John Gebbia had no named executive equity grants outstanding in 2024 .
Director Compensation (Board Service)
| Year | Cash Retainer |
|---|---|
| 2023 | $120,000 |
| 2024 | $120,000 |
Equity Ownership & Alignment
| Holder | Date | Shares Beneficially Owned | % of Class |
|---|---|---|---|
| Gloria E. Gebbia / John J. Gebbia (spouses; includes Gebbia Living Trust and designated family holdings) | Sep 6, 2024 | 16,960,323 | 43% |
| Gloria E. Gebbia / John J. Gebbia (updated composition) | Sep 19, 2025 | 16,941,323 | 42% |
- Outstanding awards to named executive officers: none as of Dec 31, 2024; no option agreements with NEOs .
- 2021 Equity Incentive Plan grants record shows zero RSUs or restricted stock awards to John J. Gebbia since plan inception through Sep 19, 2025 .
- Anti-hedging policy: insider policy strongly discourages hedging transactions (collars, swaps, exchange funds) by directors/officers .
- Rule 10b5-1 plans: John J. Gebbia & Gloria E. Gebbia trust adopted a plan on May 19, 2025 for potential sale of up to 400,000 shares; it was terminated on June 2, 2025 .
- Stock ownership guidelines: not disclosed in proxy materials .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None; all named executive officers are at-will employees |
| Severance Provisions | Not disclosed |
| Change-of-Control | 2021 Plan gives the Compensation Committee authority to make determinations with respect to awards upon corporate control events; repricing requires shareholder approval |
| Clawback | Nasdaq-compliant clawback policy requiring recovery of erroneously received incentive comp upon certain restatements; committee can make exceptions where permitted |
| Hedging/Pledging | Hedging strongly discouraged; no pledging of shares disclosed |
| 10b5-1 Trading Arrangements | Trust plan for up to 400,000 shares adopted May 19, 2025 and terminated June 2, 2025 |
Board Governance (Service History, Committees, Independence)
- Service history: Director since June 1, 2020; CEO and Chairman since May 24, 2023; Special Advisor to the Board 2017–2020 .
- Independence: Not independent under Nasdaq standards; Gloria E. Gebbia and Andrew H. Reich also not independent .
- Committees: Audit Committee—Schneider (Chair), Zabatta, Cuttita; nine meetings in 2024 . Compensation Committee—Zabatta, Cuttita; one meeting in 2024 . No standing nominating committee; independent directors collectively handle nominations .
- Attendance: Board held 14 special meetings in 2024; each incumbent director attended at least 75% of Board and all of their committee meetings .
- Dual-role implications: CEO + Chairman can concentrate authority; Board maintains independent committees and majority-independent composition excluding the Gebbia/Reich executives .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Compensation Actually Paid to PEO (John J. Gebbia) | $612,000 | $1,310,000 |
| Value of $100 Investment Based on TSR | $(27.59) | $37.93 |
| Net Income / (Loss) (thousands) | $7,826 | $13,286 |
Company Revenue Trend (Context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $22.298M* | $26.600M* |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Shift toward higher cash pay in 2024: base salary increased to $840k (full-year CEO) from $292k in 2023 (partial-year), and bonus rose to $350k from $200k; no equity grants or options reported for John, indicating lower equity-at-risk mix .
- Discretionary bonus design persists, with committee evaluating “operating results and financial performance,” but no explicit metric weightings/targets disclosed, limiting transparency on pay-for-performance rigor .
- Equity plan governance includes shareholder approval for repricing and prohibits dividends on unearned awards, aligning with best practices, though John did not receive named executive equity awards in 2024–2025 .
Related Party Transactions (Governance Red Flags to Monitor)
- Family group agreement: Gebbia family members party to a joint filing and group agreement to coordinate voting actions; combined family beneficial ownership above 40% .
- Credit Agreement guarantee: John J. Gebbia and Gloria E. Gebbia (and their living trust) guarantee Company obligations under an Aug 15, 2024 credit agreement .
- Acquisition of Gebbia Media: Company acquired Gebbia Media, owned by John, Gloria, and David Gebbia, on Aug 12, 2024 .
- KCA arrangements: KCA (managed by Gloria Gebbia) acted as paymaster in 2023 and passed through branding license costs in 2023–2024; the paymaster agreement terminated Jan 1, 2024 .
- Family compensation: Aggregate compensation for sons in subsidiaries was $3.742M (2024) and $2.776M (2023), tied partly to key revenue streams .
- Lease: Omaha branch leased from Gebbia Sullivan County Land Trust at $60,000 per year in 2023 and 2024 .
Say-on-Pay & Shareholder Feedback
- Advisory vote to approve named executive compensation proposed; Board recommends voting FOR; results not provided in the cited proxy .
Expertise & Qualifications
- Extensive brokerage industry leadership since 1959, including executive, ownership, and M&A credentials (Walston EVP, Jesup & Lamont CEO/owner, Kennedy Cabot sale) .
- Board biography notes value from CEO role and industry experience; formal education details not disclosed .
Equity Plan and Awards Framework
- 2021 Equity Incentive Plan authorizes options, SARs, restricted stock/RSUs, performance shares/units, other equity-based awards, and cash awards; committee administers and may act upon change in corporate control; shareholder approval required for repricing .
- As of Dec 31, 2024: no outstanding awards to named executive officers; no NEO option agreements; plan had remaining availability and outstanding awards to non-NEO participants .
Investment Implications
- Alignment and control: Very high family ownership (>40%) aligns incentives but raises governance and related-party risk; CEO/Chair dual role with non-independence adds concentration of authority—mitigated by independent Audit and Compensation Committees and documented attendance .
- Cash-heavy pay mix: Discretionary cash bonuses without disclosed targets and absence of CEO equity grants reduce direct linkage of pay to shareholder returns; monitor whether equity grants are introduced for the CEO under the expanded plan capacity (to 5,000,000 shares) to improve alignment .
- Trading signals: The short-lived Rule 10b5-1 plan for 400,000 shares (adopted and terminated within ~two weeks in 2025) suggests potential intent to monetize but reduces near-term scheduled selling pressure post-termination; continue monitoring new plans and Form 4 activity for renewed selling pressure .
- Performance trajectory: Reported net income improved in 2024 vs 2023 while TSR remained weak in 2024 per disclosure; revenue growth is positive*, but investor focus should be on turning operational gains into sustained TSR improvement under CEO leadership .
- Governance and related parties: Multiple family-linked transactions (guarantees, acquisitions, services, leases) and significant family compensation warrant continued Audit Committee oversight; Kakaopay’s 20% stake and stockholders’ agreement introduce additional strategic/board dynamics to track .