Steven Kass
About Steven Kass
Independent director of StoneX Group Inc. since 2018 (age 68). Kass is a career audit and governance leader: former CEO of Rothstein Kass (grew organically into a top-20 U.S. accounting firm), later a senior partner at KPMG leading global alternative investments. He chairs SNEX’s Audit Committee and is designated the Board’s “audit committee financial expert,” bringing deep accounting, internal audit, risk and Sarbanes‑Oxley expertise; he also serves as Audit Committee Chair at Peapack‑Gladstone Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothstein Kass | Chief Executive Officer | Through Jun 2014 | Grew firm to 20th largest U.S. accounting firm; led sale of assets to KPMG |
| KPMG | Senior Partner; Global lead for alternative investment globalization | Jun 2014 – Sep 2016 | Post-acquisition integration; alt-investment globalization leadership |
| Sun Bancorp, Inc. | Director; Audit Committee Chairman | 2012 – 2014 | Led audit oversight as Chair |
| AGN International | Director; Global Chairman | Director 1998 – 2014; Chair 2001 – 2003 | Global governance leadership at international network |
External Roles
| Organization | Role | Committee/Chair | Status |
|---|---|---|---|
| Peapack‑Gladstone Bank | Director; Audit Committee Chairman | Audit (Chair) | Current |
Board Governance
| Area | Details |
|---|---|
| Primary Committees | Audit Committee Chair; Nominating & Governance Committee member |
| Independence | Independent under NASDAQ Rule 5605; 7 of 8 directors independent as of proxy date |
| Attendance | Board held 6 meetings in FY2024; each director attended ≥75% of Board and committee meetings; all directors attended 2024 annual meeting (Feb 27, 2024) |
| Audit Committee Expertise | Board determined Kass is an “audit committee financial expert” (Item 407(d)(5), Reg S‑K) |
| Audit Oversight Activities | Audit Committee (chaired by Kass) oversaw audits, internal control over financial reporting, independence and communications with KPMG; signed Audit Committee Report |
| Ownership Guidelines | Directors must own vested stock ≥3x annual cash retainer within 5 years; all directors met or exceeded |
Fixed Compensation
| Component (FY2024) | Amount/Terms |
|---|---|
| Cash retainer (policy) | $110,000 annual cash for non‑employee directors |
| Committee chair fee (policy) | +$25,000 per committee chair (e.g., Audit) |
| Chairman of the Board (policy) | +$60,000 (not applicable to Kass) |
| Annual equity grant (policy) | $120,000 in restricted stock to each non‑employee director |
| Kass – Fees earned in cash (reported) | $92,645 (lower than policy level due to equity exchange election) |
| Kass – Stock awards (reported) | $171,661 (includes annual grant and exchanged cash into restricted stock at a 25% discount per program) |
| Kass – Total (reported) | $264,306 |
| Restricted stock outstanding (as of 9/30/24) | 4,997 shares (Kass) |
| Director equity exchange program | Directors can exchange 10%, 20%, or 30% of cash fees into quarterly restricted stock at 25% discount; Kass elected to participate in FY2024 |
Performance Compensation
| Program Feature | Detail |
|---|---|
| Performance conditions on director pay | None disclosed—director equity is time‑vested restricted stock (no PSU framework for directors) |
| Vesting | Director restricted stock historically 3‑year ratable; beginning FY2024 changed to 1‑year cliff vesting |
| Clawbacks/Forfeiture | Company maintains clawback policies covering incentive compensation; equity subject to recovery under applicable rules |
Other Directorships & Interlocks
| Company | Relationship to SNEX | Notes |
|---|---|---|
| Peapack‑Gladstone Bank | No related‑party transactions disclosed | Kass serves as Audit Chair; SNEX disclosed no related‑party transactions in FY2024 |
Expertise & Qualifications
- Audit, accounting, internal audit, risk management, corporate governance, SOX compliance; M&A integration experience (Rothstein Kass sale to KPMG) .
- Designated audit committee financial expert; long‑tenured audit chair experience across multiple boards .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 22,260 shares (Kass) |
| Unvested restricted shares (included above) | 4,928 shares |
| Pledging/hedging | Company prohibits short sales and “put” hedges; has not adopted a blanket prohibition on hedging or pledging; no margin/pledge positions disclosed for Kass (margin noted for certain other insiders, not Kass) |
| Ownership guideline compliance | All directors met or exceeded 3x cash retainer guideline |
Governance Assessment
- Strengths
- Independence; Audit Committee Chair and “financial expert” designation enhance oversight of reporting, controls, and auditor independence .
- Strong engagement: ≥75% attendance and participation at annual meeting; board uses annual board and committee self‑evaluations and continuing education .
- Alignment: meaningful director equity; ownership guidelines met/exceeded; option to take more equity via discounted exchanges .
- Robust clawback framework and recovery policy consistent with Nasdaq Rule 5608 and Exchange Act Section 10D .
- No related‑party transactions disclosed for FY2024 involving directors or executives .
- Watch items / potential red flags
- Company has not adopted an explicit prohibition on pledging of shares; some insiders (not Kass) held shares in margin accounts, which can concern investors regarding potential forced selling risk .
- Auditor tenure and fees warrant continued scrutiny; Audit Committee under Kass’s leadership reports standard independence oversight and full pre‑approval of services (100% pre‑approved), with audit and audit‑related fees of $7.56M in FY2024 versus $6.40M in FY2023 .
- Shareholder sentiment context
- Say‑on‑pay support at 98.3% in 2024 suggests broad investor confidence in compensation governance under current board oversight .
No education credentials were disclosed for Mr. Kass in the latest proxy. If needed, we can supplement with prior proxies.