Siebert Financial (SIEB) Proxy filing summary

Executive summary

• Virtual annual meeting set for Nov. 18, 2025; shareholders will vote on seven directors, the equity plan, executive pay and Crowe’s appointment for FY2025. The Board recommends FOR each item.

• Record date was Sept. 19, 2025, with 40,426,936 common shares outstanding and one vote per share.

Voting matters and shareholder proposals

• Seven director nominees will be elected by plurality; the seven receiving the most FOR votes will serve until the next annual meeting.

• Proposal 2 would increase the 2021 Equity Incentive Plan reserve from 3 million to 5 million shares, adding 2 million shares; the Board adopted the amendment subject to shareholder approval.

• Existing awards, available shares and proposed additional shares total 4.058 million shares of overhang, or 10% of outstanding shares; requested shares are expected to last 2–3 years at historic grant rates and the current share price.

• Proposals 2 and 4 require a majority of shares represented and entitled to vote; Proposal 3 is advisory and requires a majority of votes cast. The committee will consider the say-on-pay result in future pay decisions.

Board of directors and corporate governance

• Lewis W. Solimene, Jr. is nominated to replace Jerry M. Schneider, who was not renominated; if elected, Solimene will become Audit Committee chair and serve as its financial expert.

• Gloria E. Gebbia, John J. Gebbia and Andrew H. Reich are not independent under Nasdaq standards; the other nominees are identified as independent directors.

• The Board held 14 special meetings in 2024; every incumbent director attended at least 75% of Board and committee meetings. The Audit Committee held nine meetings.

• Independent directors select or recommend nominees without a standing nominating committee; six directors attended the 2024 annual meeting.