SIEBERT FINANCIAL CORP — Proxy Solicitation & Information Statement 2011

Apr 26, 2011

DEF 14A 1 n11885_14a.htm SCHEDULE 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE 14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

| Filed by the
Registrant x | | | |
| --- | --- | --- | --- |
| Filed by a
Party other than the Registrant o | | | |
| Check the
appropriate box: | | | |
| o | Preliminary Proxy Statement | o | Soliciting
Material Pursuant to §240. |
| o | Confidential,
For Use of the Commission Only | | 14a-12 |
| | (as
permitted by Rule 14a-6(e)(2)) | | |
| x | Definitive
Proxy Statement | | |
| o | Definitive
Additional Materials | | |

SIEBERT FINANCIAL CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)

| Payment of
Filing Fee (Check the appropriate box): |
| --- |
| x No fee required. |
| o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 1. Title of
each class of securities to which transaction applies: |
| 2. Aggregate
number of securities to which transaction applies: |
| 3. Per unit
price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined): |
| 4. Proposed
maximum aggregate value of transaction: |
| 5. Total fee
paid: |
| o Fee paid previously with preliminary
materials. |
| o Check box if any part of the fee is offset
as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing. |
| 1. Amount
Previously Paid: |
| 2. Form,
Schedule or Registration Statement No.: |
| 3. Filing
Party: |
| 4. Date
Filed: |

SIEBERT FINANCIAL CORP. 885 Third Avenue, Suite 1720 New York, New York 10022 (212) 644-2400

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2011

Dear Shareholders:

Notice is hereby given of the Annual Meeting of Shareholders of Siebert Financial Corp., a New York corporation, at The Harmonie Club, 4 East 60th Street, New York, NY, on Monday, June 13, 2011 at 10:00 a.m., local time. The meeting’s purpose is to:

1. Elect six directors; and

2. Consider any other matters that are properly presented at the Annual Meeting and any adjournment thereof.

You may vote at the Annual Meeting if you were one of our shareholders of record at the close of business on Thursday, April 21, 2011.

Along with the attached Proxy Statement, we are also enclosing a copy of our Annual Report to Shareholders, which includes our financial statements.

To assure your representation at the meeting, please vote by Internet or telephone or sign and mail the enclosed proxy as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Your proxy is being solicited by the Board of Directors. Shareholders who attend the meeting may revoke their proxy and vote their shares in person.

PLEASE VOTE—YOUR VOTE IS IMPORTANT
Daniel Iesu
Secretary
New York,
New York
April 29,
2011

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: This Notice and Proxy Statement, our Proxy Card and our Annual Report also are available at www.proxyvote.com by entering the control number found on the enclosed Proxy Card

SIEBERT FINANCIAL CORP. 885 Third Avenue, Suite 1720 New York, New York 10022 (212) 644-2400

PROXY STATEMENT FOR THE 2011 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2011

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

| Annual Meeting: | June 13,
2011 10:00 a.m., local time | |
| --- | --- | --- |
| Record Date: | Close of business on Thursday, April 21, 2011. If you were a
shareholder at that time, you may vote at the meeting. Each share is entitled
to one vote. On the record date, we had 22,122,597 shares of our common stock
outstanding and entitled to vote. Of those shares, 19,878,700 shares were
beneficially owned or controlled by Muriel F. Siebert, our Chairwoman,
President and Chief Executive Officer, and one of our directors. This proxy
statement and form of proxy were first mailed to shareholders on or about
April 29, 2011. | |
| Quorum: | The holders of a majority of the outstanding shares of our common
stock, present in person or by proxy and entitled to vote, will constitute a
quorum at the meeting. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum. | |
| Agenda: | 1. | Elect six directors. |
| | 2. | Any other proper business. However, we currently are not aware of any
other matters that will come before the meeting. |
| Vote Required: | The six nominees for director who receive the most votes will be
elected. If you withhold authority to vote for any nominee on your proxy
card, your vote will not count either for or against the nominee. | |
| Broker Non-votes: | “Broker non-votes” are shares held by brokers or nominees which are
present in person or represented by proxy, but which are not voted on a
particular matter because instructions have not been received from the
beneficial owner. Under the rules of the Financial Industry Regulatory
Authority, member brokers generally may not vote shares held by them in
street name for customers unless they are permitted to do so under the rules
of any national securities exchange of which they are a member. Under the
rules of the New York Stock Exchange, New York Stock Exchange-member brokers
who hold shares of our common stock in street name for their customers and
have transmitted our proxy solicitation materials to their customers, but do
not receive voting instructions from such customers, are not permitted to
vote on nonroutine matters. Broker non-votes count for quorum purposes, but | |

| Proxies: | we do not count broker non-votes as votes for or against any
nonroutine proposal. Under the New York Stock Exchange rules, the proposal
relating to the election of directors is deemed to be a nonroutine matter
with respect to which brokers and nominees may not exercise their voting
discretion without receiving instructions from the beneficial owner of the
shares. — Please vote; your vote is important. Prompt return of your proxy will
help avoid the costs of re-solicitation. Unless you tell us on the proxy card
to vote differently, we will vote signed returned proxies “FOR” each of the
Board of Directors’ nominees for director. | |
| --- | --- | --- |
| | If any nominee cannot or will not serve as a director, your proxy
will vote in accordance with his or her best judgment. At the time we began
printing this proxy statement, we did not know of any matters that needed to
be acted upon at the meeting other than those discussed in this proxy
statement. However, if any additional matters are presented to the
shareholders for action at the meeting, your proxy will vote in accordance
with his or her best judgment. | |
| Proxies Solicited By: | The Board of Directors. | |
| Revoking Your Proxy: | You may revoke your proxy before it is voted at the meeting. Proxies
may be revoked if you: | |
| | 1. | deliver a signed, written revocation letter, dated later than the
proxy, to Daniel Iesu, Secretary, Siebert Financial Corp., 885 Third Avenue,
Suite 1720, New York, New York 10022; |
| | 2. | deliver a signed proxy, dated later than the first proxy, to Mr. Iesu
at the address above; or |
| | 3. | attend the Annual Meeting and vote in person or by proxy. Attending
the meeting without doing more will not revoke your proxy. |
| Cost of Solicitation: | We will pay all costs of soliciting these proxies, estimated at
$5,000.00 in the aggregate. Although we are mailing these proxy materials,
our directors, officers and employees may also solicit proxies by telephone,
facsimile, mail or personal contact. These persons will receive no
compensation for their services, but we may reimburse them for reasonable
out-of-pocket expenses. We will also furnish copies of solicitation materials
to fiduciaries, custodians, nominees and brokerage houses for forwarding to
beneficial owners of our shares of common stock held in their names, and we
will reimburse them for reasonable out-of-pocket expenses. Broadridge
Financial Solutions, Inc. is assisting us in the solicitation of proxies for
the meeting for no additional fee. | |
| Your Comments: | Your comments about any aspects of our business are welcome. Although
we may not respond on an individual basis, your comments help us to measure
your satisfaction, and we may benefit from your suggestions. | |

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PROPOSAL 1

ELECTION OF DIRECTORS

| Generally: | Our Board of Directors nominated six directors for election at the
annual meeting. All the nominees for election as director are currently
serving as our directors. All the nominees have consented to be named and
have indicated their intent to serve if elected. If elected, each director
will hold office until the next annual meeting or until the director’s
successor has been duly elected. All our directors, other than Ms. Siebert,
are “independent directors” within the meaning of Rule 5605(a)(2) of The
Nasdaq Stock Market. | |
| --- | --- | --- |
| Nominees: | MURIEL F. SIEBERT Age 78 | Muriel Siebert has been Chairwoman, Chief Executive Officer,
President and a director of Muriel Siebert & Co., Inc. since 1969 and of
Siebert Financial Corp. (the “Company”) since November 8, 1996. She is a
director of the New York State Business Council, and the Greater New York
Council of the Boy Scouts of America. |
| | | Specific experience, qualifications,
attributes or skills: |
| | | On December 28, 1967, Ms. Siebert became the first woman member of
the New York Stock Exchange. Ms. Siebert served as Superintendent of Banks of
the State of New York from 1977 to 1982. In March 2009, Ms. Siebert was
inducted into the U.S. Business Hall of Fame. Ms. Siebert previously served
on the executive committee of the Economic Club of New York, of which she is
still a member, and formerly served on the New York State Commission on
Judicial Nomination, which is involved in the selection of Associate Judges
for the Court of Appeals. She is a member of the Council on Foreign
Relations, Committee of 200 (an international organization of pre-eminent
businesswomen), the International Women’s Forum and the New York Women’s
Forum of which she was a founder and former president. Ms. Siebert provides
expertise on financial brokerage matters, and is a sought-after speaker on
current financial matters and a frequent commentator on the major financial
news networks. |

4

| PATRICIA L. FRANCY Age 65 | Patricia Francy retired as Special Advisor for Alumni Relations and
Retired Treasurer & Controller, Columbia University, December 31, 2005.
Ms. Francy is a director of Old Westbury Funds, Inc., the Matheson
Foundation, the Siebert Foundation and the Respect for Law and Alliance. Ms.
Francy became a director on March 11, 1997. |
| --- | --- |
| | Specific experience, qualifications,
attributes or skills: |
| | Patricia Francy served as Treasurer and Controller of Columbia
University from 1989 until 2003. Ms. Francy had been affiliated with Columbia
University since 1968, and has served as a Director of Finance and Director
of Budget Operations. Ms. Francy is Governor of the Columbia University Club
of New York, and a former director for the Children’s Tumor Foundation and
the Metropolitan New York Library Council. She serves on Outward Bound Custom
Programs. Ms. Francy participates as director emeritus of Junior Achievement
Worldwide, and is a member of the Economic Club of New York and the
International Women’s Forum. Ms. Francy provides expertise on financial
matters. |
| NANCY PETERSON HEARN Age 77 | Nancy Peterson Hearn served as President and Chief Executive Officer
of Peterson Tool Company, Inc. from 1979 to 2009. She is now Chairman of the
Board. Ms. Hearn became a director on June 4, 2001. |
| | Specific experience, qualifications,
attributes or skills: |
| | A nationally recognized business entrepreneur, Ms. Hearn was the
first American to earn the prestigious Veuve Clicquot Business Woman of the
Year Award (in 1990). Ms. Hearn has a distinguished leadership record that
includes roles on some of the most prestigious boards in the nation. She has
served as Southeast Region chair for C200, which established the |

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| | Nancy Sanders Peterson Scholars Award in her honor. She chaired the
C200 Auction from 2000 to 2008, and her efforts have helped to raise several
millions of dollars for the C200 Foundation. She also serves on the board of
The Society of International Business Fellows, the Aquinas College Board of
Governors, and the Mississippi University for Women’s National Board of
Distinguished Women. Ms. Hearn’s longstanding record of community activism
includes past roles on the Tennessee Workforce Development Board and the
Tennessee Council on Vocational Education, and she has been recognized by The
National Federation of Parents for Drug Free Youth. As a spokesperson for
private industry, she champions the advancement of sound economic policies
and professional healthcare standards. Ms. Hearn provides expertise on
economic matters. |
| --- | --- |
| LEONARD M. LEIMAN Age 79 | Leonard Leiman is of counsel to the law firm of Fulbright &
Jaworski L.L.P., New York, New York. Fulbright & Jaworski L.L.P. provides
legal services to us. Mr. Leiman became a director on May 2, 2002. |
| | Specific experience, qualifications,
attributes or skills: |
| | Prior to becoming of counsel in 2002, Mr. Leiman was a partner in
Fulbright & Jaworski L.L.P. from 1963 to 2001 except for two years during
which he was an official of the Securities and Exchange Commission. During
his practice, Mr. Leiman has specialized in corporate and securities law, and
has represented large and small broker-dealers, investment advisers,
investment companies and investment bankers, as well as other business
organizations. He was a member of the Municipal Securities Rulemaking Board,
was a member of the Legal Affairs Committee of the New York Stock Exchange,
and has been a director of several New York Stock Exchange and NASDAQ traded
corporations. Mr. Leiman is a member of the Committee on Federal |

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| | Regulation of Securities of the American Bar Association and has
served as chair of the Committee on Securities Regulation of the New York
City Bar Association. Mr. Leiman provides expertise on legal matters and
experience with private and publicly traded business corporations. |
| --- | --- |
| JANE H. MACON Age 64 | Jane Macon has been a partner in the law firm of Fulbright &
Jaworski L.L.P., San Antonio, Texas since 1984. Fulbright & Jaworski
L.L.P. provides legal services to us. Ms. Macon became a director on November
8, 1996. |
| | Specific experience, qualifications,
attributes or skills: |
| | Ms. Macon centers her legal practice on public finance and
administrative law, public and private partnerships, real estate, zoning,
platting, condemnation and municipal bonds. Prior to joining Fulbright &
Jaworski L.L.P. in 1983, Ms. Macon served as the first female city attorney
of the City of San Antonio where she served in that position from 1977 to
1983. Active in professional organizations, Ms. Macon is a past president of
the International Women’s Forum, the Women Lawyers of Texas and the San
Antonio Young Lawyers Association. She presently serves as the program chair
of the San Antonio Bar Association. She has served as a member of the Board
of Directors for the following national boards: NOW Legal Defense Fund, Child
Care Action Campaign, Center for Democracy, National Women’s Political
Caucus, National Nurses League and National Civic League (formerly National
Municipal League). Ms. Macon is also a member of the San Antonio and American
Bar Associations and the State Bar of Texas. She has received both awards as
Outstanding Young Lawyer of Texas and the Outstanding Young Lawyer of San
Antonio and is listed in Who’s Who in America. Ms. Macon was recently awarded
the Prevent Blindness Texas Person of Vision Award signed by Gov. Rick Perry |

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| | ROBERT P. MAZZARELLA Age 64 | and the Hope Award by the WOW (Women’s Opportunity Week by the
Greater San Antonio Chamber of Commerce). Ms. Macon provides expertise on
legal matters. — Robert Mazzarella is the Chairman of Pyxis Mobile in Waltham,
Massachusetts. Mr. Mazzarella also serves as a director and as a member of
the audit and compensation committees of Placemark Investments, Inc., a
registered investment adviser in Wellesley, Massachusetts. He is Chairman of
the Board of Directors of Surge Trading Inc. He likewise serves as a Board
Member of NASDAQ OMX BX and as the Chairman of the Boston Options Exchange
Regulatory Board. Mr. Mazzarella also acts as a consultant to a number of
major financial services firms and venture capital firms. Mr. Mazzarella
became a director on March 1, 2004. |
| --- | --- | --- |
| | | Specific experience, qualifications,
attributes or skills: |
| | | Mr. Mazzarella retired from Fidelity Investments Brokerage Services
LLC in January 2002, at which time he served as its president. The Board of
Directors has determined that Mr. Mazzarella qualifies as an “audit committee
financial expert” under the applicable rules of the Securities and Exchange
Commission. Mr. Mazzarella provides expertise on financial and brokerage
matters. |
| Vote Required: | The six nominees for director who receive the most votes will be
elected. The enclosed proxy allows you to vote for the election of all the
nominees listed, to withhold authority to vote for one or more of the
nominees or to withhold authority to vote for all the nominees. If you
withhold authority to vote for any nominee on your proxy card, your vote will
not count either for or against the nominee. | |
| | The persons named in the enclosed proxy intend to vote “FOR” the
election of all the nominees. Each of the nominees currently serves as a
director and has consented to be nominated. We do not foresee that any of the
nominees will be unable or unwilling to serve, but if such a situation should
arise, your proxy will vote in accordance with his or her best judgment. | |

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THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL TO BE IN THE BEST INTEREST OF SIEBERT FINANCIAL CORP. AND ITS SHAREHOLDERS AND RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

9

CORPORATE GOVERNANCE

| Board Meetings: | The Board of Directors held six meetings during 2010. Each incumbent
director attended at least 75% of his or her Board of Directors meetings and
all of his or her committee meetings. |
| --- | --- |
| Controlled Company: | We are a “Controlled Company” as defined in Rule 5615(c)(1) of the
Nasdaq Stock Market because Muriel Siebert holds more than 50% of our voting
power for the election of directors. As a “Controlled Company” we are not
required to have a majority of our Board of Directors comprised of
independent directors, a compensation committee comprised solely of
independent directors or a nominating committee comprised solely of
independent directors. |
| Audit Committee of the Board of Directors: | The Audit Committee of our Board of Directors currently consists of
Ms. Francy, Chairwoman, Ms. Hearn and Mr. Mazzarella. The Board of Directors
has determined that Ms. Francy, Ms. Hearn and Mr. Mazzarella is each an
“independent director” within the meaning of Rule 5605(a)(2) of The Nasdaq
Stock Market and within the meaning of the applicable rules and regulations
of the Securities and Exchange Commission. The Audit Committee held four
meetings during 2010. |
| | The Board of Directors has determined that Mr. Mazzarella qualifies
as an “audit committee financial expert” under the applicable rules of the
Securities and Exchange Commission. |
| | The Audit Committee was established to (i) assist the Board of
Directors in its oversight responsibilities regarding the integrity of our
financial statements, our compliance with legal and regulatory requirements
and our auditor’s qualifications and independence, (ii) prepare the report of
the Audit Committee contained herein, (iii) retain, consider the continued
retention and terminate our independent auditors, (iv) approve audit and
non-audit services performed by our independent auditors and (v) perform any
other functions from time to time delegated by the Board of Directors. The
Board of Directors has adopted a written charter for the Audit Committee,
which is available on the website of Muriel Siebert & Co., Inc. at
https://www.siebertnet.com/html/StartAboutAuditCommittee.aspx. |
| Compensation Committee of the Board of Directors: | The Compensation Committee of our Board of Directors currently
consists of Ms. Macon, Chairwoman, Ms. Francy and Mr. Mazzarella. The
Compensation Committee reviews and determines all forms of compensation
provided to our executive officers and directors. The Compensation Committee
also administers our stock option and other employee benefit plans. The
Compensation Committee does not function pursuant to a formal written charter
and as a “Controlled Company” we are not required to comply with The Nasdaq
Stock |

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| | Market’s independence requirements. The Compensation Committee held
three meetings during 2010. |
| --- | --- |
| | The Compensation Committee evaluates the performance of the Chief
Executive Officer in terms of our operating results and financial performance
and determines her compensation in connection therewith. For the 2010 fiscal
year, our Chief Executive Officer requested that her cash compensation be
limited to $150,000. The Compensation Committee determined that the cash
compensation for the Chief Executive Officer be $150,000 for the 2010 fiscal year.
This amount was unchanged from 2009. |
| | In accordance with general practice in the securities industry, our
executive compensation includes base salaries, an annual cash bonus, and
stock options and other equity incentives that are intended to align the
financial interests of our executives with the returns to our shareholders.
The Compensation Committee determines compensation of our executive officers
(other than the Chief Executive Officer) after carefully reviewing
self-evaluations completed by the executive officers, each executive
officer’s business responsibilities, current compensation, the recommendation
of our Chief Executive Officer and our financial performance. The base salary
of Joseph M. Ramos, Jr., our Chief Financial Officer, was increased from
$195,000 to $285,000 in 2010. We did not change the 2010 base salaries of any
other of our executive officers from the levels in effect at the end of 2009.
After evaluating our financial performance in 2010, our Compensation
Committee did not award our executive officers or any other employees of the
Company bonuses in 2010. In addition, we did not award any stock options or
other equity incentives to our executive officers in 2010. |
| | As part of its oversight of the Company’s executive compensation, the
Compensation Committee considers the impact of the Company’s executive
compensation, and the incentives created by the compensation awards that it
administers, on the Company’s risk profile. In addition, the Company reviews
all of its compensation policies and procedures, including the incentives
that they create and factors that may reduce the likelihood of excessive risk
taking, to determine whether they present a significant risk to the Company.
The review found that there were no excessive risks encouraged by the
Company’s reward programs and the rewards programs do not produce payments
that have a material impact on the financial performance of the Company. |
| Nominating Committee of the Board of Directors: | The Nominating Committee of the Board of Directors currently consists
of Ms. Hearn, Chairwoman, Ms. Siebert, Ms. Francy and Ms. Macon. The
Nominating Committee does not function pursuant to a formal written charter
and as a “Controlled Company” we are not required to comply with The Nasdaq
Stock Market’s independence requirements. The Nominating Committee did not |

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| | meet in 2010, but acted in 2010 with respect to the recommendation to
the Board of Directors of the nomination of each of the directors for
re-election at the 2011 Annual Meeting of Shareholders. |
| --- | --- |
| | The purpose of the Nominating Committee is to identify individuals
qualified to become members of our Board of Directors and to recommend to the
Board of Directors or the shareholders that such individuals be selected for
directorship. In identifying and evaluating nominees for director, the
Nominating Committee considers each candidate’s experience, integrity,
background and skills as well as other qualities that the candidate may
possess and factors that the candidate may be able to bring to the Board of
Directors. We do not have a formal policy with regard to the consideration of
diversity in identifying director nominees. However, the Board of Directors
believes that it is essential that its members represent diverse viewpoints,
with a broad array of experiences, professions, skills, geographic
representation and backgrounds that, when considered as a group, provide a
sufficient mix of perspectives to allow the Board of Directors to best
fulfill its responsibilities to the long-term interests of our shareholders. |
| | The Nominating Committee will consider shareholder nominees for
election to our Board of Directors. In evaluating such nominees, the
Nominating Committee will use the same selection criteria the Nominating
Committee uses to evaluate other potential nominees. Any shareholder wishing
to recommend a director candidate for consideration by the Nominating
Committee must do so by sending written notice to our Secretary at 885 Third
Avenue, Suite 1720, New York, New York 10022, no later than January 4, 2012.
Such notice must include the recommended candidate’s name, experience,
qualifications and biographical data, as well as information as to whether
such candidate would qualify as an “independent director” within the meaning
of Rule 5605(a)(2) of The Nasdaq Stock Market and the applicable rules and
regulations of the Securities and Exchange Commission or as an “audit
committee financial expert” under applicable rules and regulations of the
Securities and Exchange Commission. The submission must be accompanied by a
written consent by the nominee to stand for election if nominated by the
Board of Directors and to serve if elected by the shareholders and a
representation that the information with respect to such nominee is truthful
and accurate. |
| Indemnification of Officers and Directors: | We indemnify our executive officers and directors to the
extent permitted by applicable law against liabilities incurred as a result
of their service to us and against liabilities incurred as a result of
their service as directors of other corporations when serving at our request.
We have a director’s and officer’s liability insurance policy, underwritten
by Illinois National Insurance Company, a member of the American International
Group, Inc., in the annual aggregate |

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| | amount of $10 million. As to reimbursements by the insurer of our
indemnification expenses, the policy has a $250,000 deductible; there is no
deductible for covered liabilities of individual directors and officers. |
| --- | --- |
| Annual Shareholders Meeting Attendance Policy: | It is the policy of our Board of Directors that all of our directors
are strongly encouraged to attend each annual shareholders meeting. All of
our directors attended the 2010 annual meeting of shareholders. |
| Code of Ethics: | We have adopted a Code of Ethics for Senior Financial Officers
applicable to our chief executive officer, chief financial officer,
treasurer, controller, principal accounting officer, and any of our other
employees performing similar functions. A copy of the Code of Ethics for
Senior Financial Officers is available on our website at
https://www.siebertnet.com/html/StartAboutGovernance.aspx. |
| Board Leadership Structure and Board of Directors: | Ms. Muriel Siebert serves as both our Chairwoman of the Board of
Directors and Chief Executive Officer and President. The Board of Directors
does not have a lead independent director. The Company believes this
structure allows all of the directors to participate in the full range of the
Board’s responsibilities with respect to its oversight of the Company’s
management. The Board of Directors has determined that this leadership
structure is appropriate given the size of the Company, the number of
directors overseeing the Company and the Board of Directors’ oversight
responsibilities. |
| | The Board of Directors holds five to seven regular meetings each year
to consider and address matters involving the Company. The Board of Directors
also may hold special meetings to address matters arising between regular
meetings. These meetings may take place in person or by telephone. The
independent directors also regularly meet in executive sessions outside the
presence of management. The Board of Directors has access to legal counsel
for consultation concerning any issues that may occur during or between
regularly scheduled Board meetings. As discussed above, the Board has
established an Audit Committee, a Compensation Committee and a Nominating
Committee to assist the Board in performing its oversight responsibilities. |
| The Board of Directors’ Role in Risk Oversight: | Consistent with its responsibility for oversight of the Company,
the Board of Directors, among other things, oversees risk management of the
Company’s business affairs directly and through the committee structure that
it has established. The principal risks associated with the Company are risks
related to securities market volatility and the securities industry, lower
price levels in the securities markets, intense competition in the brokerage
industry, extensive government regulation, net capital requirements,
customers’ failure to pay, investment banking activities, an increase in
volume on our systems or other events could cause them to malfunction,
reliance on information processing and |

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| communications systems, continuing changes in technology, dependence
on the ability to attract and retain key personnel, the ability of our
principal shareholder to control many key decisions and there may be no
public market for our common stock. |
| --- |
| The Board of Directors’ role in the Company’s risk oversight process
includes regular reports from senior management on areas of material risk to
the Company, including operational, financial, legal, regulatory, strategic
and reputational risks. The full Board of Directors (or the appropriate
committee) receives these reports from management to identify and discuss
such risks. |
| The Board of Directors periodically reviews with management its
strategies, techniques, policies and procedures designed to manage these
risks. Under the overall supervision of the Board of Directors, management
has implemented a variety of processes, procedures and controls to address
these risks. |
| The Board of Directors requires management to report to the full
Board of Directors on a variety of matters at regular meetings of the Board
of Directors and on an as-needed basis, including the performance and
operations of the Company and other matters relating to risk management. The
Audit Committee also receives regular reports from the Company’s independent
registered public accounting firm on internal control and financial reporting
matters. These reviews are conducted in conjunction with the Board of
Directors’ risk oversight function and enable the Board of Directors to
review and assess any material risks facing the Company. |

14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Management Ownership: The following table lists share ownership of our common stock as of April 8, 2011. The information includes beneficial ownership by each of our directors, the persons named in the Summary Compensation Table, all directors and executive officers as a group and beneficial owners known by our management to hold at least 5% of our common stock. To our knowledge, each person named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by such person. No persons or groups filed statements with the Securities and Exchange Commission during 2010 disclosing that they held more than 5% of our common stock.

Name of Beneficial Owner (1)	Shares of Common Stock		Percent of Class
Muriel F. Siebert	20,628,700 (2	)	89.9 %
Ameen Esmail	25,000 (3	)	*
Joseph M. Ramos, Jr.	20,000 (3	)	*
Jeanne M. Rosendale	25,000 (3	)	*
Timothy O’Leary	0		*
Daniel Iesu	40,000 (3	)	*
Patricia L. Francy	61,000 (4	)	*
Nancy Peterson Hearn	60,000 (3	)	*
Leonard M. Leiman	62,000 (4	)	*
Jane H. Macon	61,000 (4	)	*
Robert P. Mazzarella	60,000 (3	)	*
Directors and current executive
officers as a group (11 persons)	21,042,700 (5	)	90.2 %

*	Less than 1%
(1)	The address for each
person named in the table is c/o Siebert Financial Corp., 885 Third Avenue,
Suite 1720, New York, New York 10022.
(2)	Includes an option to
purchase 750,000 shares of our common stock which is currently exercisable.
(3)	Represents options to
purchase shares of our common stock which are currently exercisable.
(4)	Includes options to
purchase 60,000 shares of our common stock which are currently exercisable.
(5)	Includes options to
purchase an aggregate of 1,355,000 shares of our common stock described above
which are currently exercisable.

15

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows, for the years ended December 31, 2010 and 2009, the annual compensation paid to or earned by (1) our Chief Executive Officer and (2) each of the five most highly compensated individuals who were serving as our executive officers at December 31, 2010 (collectively, the “Named Executive Officers”).

| Name
and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All
Other Compensation ($) | Total ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Muriel F. Siebert | 2010 | 150,000 | — | — | — | — | — | — | 150,000 |
| Chairwoman and President | 2009 | 150,000 | — | — | — | — | — | — | 150,000 |
| Joseph M. Ramos, Jr. (2) | 2010 | 285,000 | — | — | — | — | — | — | 285,000 |
| Executive Vice President | 2009 | 195,000 | — | — | — | — | — | — | 195,000 |
| and Chief Financial Officer | | | | | | | | | |
| Ameen Esmail | 2010 | 185,000 | — | — | — | — | — | — | 185,000 |
| Executive Vice President | 2009 | 185,000 | — | — | — | — | — | — | 185,000 |
| and Director of Business | | | | | | | | | |
| Development | | | | | | | | | |
| Jeanne M. Rosendale | 2010 | 300,000 | — | — | — | — | — | — | 300,000 |
| Executive Vice President | 2009 | 300,000 | — | — | — | — | — | — | 300,000 |
| and General Counsel | | | | | | | | | |
| Timothy O’Leary | 2010 | 200,000 | — | — | — | — | — | — | 200,000 |
| Executive Vice President | 2009 | 200,000 | — | — | — | — | — | — | 200,000 |
| Daniel Iesu | 2010 | 120,000 | — | — | — | — | — | — | 120,000 |
| Secretary | 2009 | 120,000 | | — | — | — | — | — | 120,000 |

| (1) | Represents the dollar
amount recognized for financial statement reporting in accordance with FAS
123(R). |
| --- | --- |
| (2) | Mr. Ramos also serves as
Chief Financial Officer of Siebert, Brandford, Shank & Co., L.L.C. and is
separately compensated by Siebert Brandford Shank for such services. |

16

Grants of Plan-Based Awards

Our Compensation Committee did not approve grants of options to purchase our common stock or other equity awards under our 2007 Long-Term Incentive Plan to any of our Named Executive Officers in 2010.

Outstanding Equity Awards at December 31, 2010

The following table sets forth the outstanding equity award holdings of our Named Executive Officers at December 31, 2010.

| Name | OPTION
AWARDS — Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | STOCK
AWARDS — Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Muriel F. Siebert | 750,000 | | — | | — | 4.30 | 4/19/2012 | — | — | — | — |
| Joseph M. Ramos, Jr. | 20,000 | (1) | 5,000 | (1) | — | 2.75 | 8/17/2016 | — | — | — | — |
| Ameen Esmail | 25,000 | | — | | — | 5.06 | 7/3/2013 | — | — | — | — |
| Jeanne M. Rosendale | 25,000 | | — | | — | 4.75 | 5/4/2014 | — | — | — | — |
| Timothy O’Leary | — | | — | | — | — | — | — | — | — | — |
| Daniel Iesu | 40,000 | | — | | — | 5.33 | 2/27/2011 | — | — | — | — |

(1) These options vested as to 5,000 shares on each of August 17, 2007, August 17, 2008, August 17, 2009 and August 17, 2010 and will vest as to an additional 5,000 shares on August 17, 2011. This vesting schedule is accelerated upon a change in control.

17

Termination of Employment and Change-in-Control Arrangements

Employment Agreements. We are not a party to an employment agreement with any Named Executive Officer. All of our Named Executive Officers are employees at will.

Option Agreements. The Option Agreements we entered into with our Named Executive Officers provide that in the event of a Change in Control (as defined below) of our Company, the options shall immediately become fully exercisable. A Change in Control means the occurrence of (i) any consolidation or merger in which we are not the continuing or surviving entity or pursuant to which shares of our common stock are converted into cash, securities or other property, other than a consolidation or merger in which the holders of our common stock immediately prior to such consolidation or merger own not less than fifty percent of the total voting power of the surviving entity immediately after the consolidation or merger, (ii) any sale, lease, exchange or other transfer of all or substantially all of our assets, (iii) the approval by our shareholders of any plan or proposal for our complete liquidation or dissolution or (iv) any person or entity becoming the owner of 50% or more of our common stock. All options to purchase our common stock issued to Ms. Siebert, Mr. Esmail, Ms. Rosendale and Mr. Iesu have vested and are fully exercisable.

Compensation of Directors

During 2010 our non-employee directors received cash compensation of $30,000 for service on our Board of Directors. We do not compensate our employees or employees of our subsidiaries for service as directors. The chairs of the Board of Directors’ Audit and Compensation Committees and the Audit Committee Financial Expert each receive an additional annual fee of $10,000. Directors’ fees are paid quarterly.

Director Compensation

| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All
Other Compensation ($) | Total ($) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Muriel F. Siebert (1) | — | — | — | — | — | — | — |
| Patricia L. Francy (2) | 40,000 | — | — | — | — | — | 40,000 |
| Leonard M. Leiman | 30,000 | — | — | — | — | — | 30,000 |
| Jane H. Macon (3) | 40,000 | — | — | — | — | — | 40,000 |
| Robert P. Mazzarella (4) | 40,000 | — | — | — | — | — | 40,000 |
| Nancy Peterson Hearn | 30,000 | — | — | — | — | — | 30,000 |

| (1) | Ms. Siebert is the
Chairwoman, President and Chief Executive Officer and accordingly does not
receive any compensation for her services as a director. |
| --- | --- |
| (2) | Ms. Francy is the
Chairwoman of the Audit Committee. |
| (3) | Ms. Macon is the Chairwoman
of the Compensation Committee. |
| (4) | Mr. Mazzarella is the Audit
Committee Financial Expert. |

18

| Audit Committee Report to Shareholders: | The Audit Committee has reviewed and discussed with management the
audited financial statements for the fiscal year ended December 31, 2010. The
Audit Committee has also discussed with our independent registered public
accounting firm the matters required to be discussed by Statement on Auditing
Standards No. 61, “Communications with Audit Committees,” including our
critical accounting policies and our interests, if any, in “off balance
sheet” entities. Additionally, the Audit Committee has received the written
disclosures and representations from the independent registered public
accounting firm required by Independence Standards Board Standard No. 1,
“Independence Discussions with Audit Committees,” and has discussed with the
independent registered public accounting firm the independent registered
public accounting firm’s independence. |
| --- | --- |
| | Based on the
review and discussions referred to within this report, the Audit Committee
recommended to the Board of Directors that the audited financial statements
for the fiscal year ended December 31, 2010 be included in Siebert Financial
Corp.’s Annual Report on Form 10-K for filing with the Securities and Exchange
Commission. |
| | Audit
Committee, Patricia L. Francy, Chairwoman Nancy Peterson Hearn Robert P. Mazzarella |
| Section 16(a) Beneficial Ownership Reporting Compliance: | Section 16(a) of the Exchange Act requires our executive officers and
directors and persons who beneficially own more than 10% of our common stock
to file initial reports of ownership and reports of changes in ownership with
the Securities and Exchange Commission. These executive officers, directors and shareholders are required by
the Securities and Exchange Commission to furnish us with copies of all forms
they file pursuant to Section 16(a). |
| | No forms were filed under Section 16(a) or were furnished to us
during fiscal 2010. Based solely upon this review, we believe that during
fiscal 2010 all Section 16(a) filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were complied with
on a timely basis. |
| Householding: | If you share an address with another shareholder, only one copy of
our Annual Report and proxy statement is being delivered unless we have
received contrary instructions from you. We will promptly deliver a separate
copy of either document to any shareholder upon written or oral request to
our Secretary at Siebert Financial Corp., 885 Third Avenue, Suite 1720, New York,
New York 10022, telephone (212) 644-2400. If you share an address with another
shareholder and (i) would like to receive multiple copies of the proxy
statement or Annual Report to Shareholders in the future, or (ii) if you are
receiving multiple copies and would like to receive only one copy per
household in the future, please contact your bank, broker, or other nominee
record holder, or you may contact us at the above address and phone number. |

19

RELATIONSHIP WITH INDEPENDENT AUDITORS

EisnerAmper LLP currently serves as our independent registered public accounting firm. A representative of EisnerAmper LLP will be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so, and will respond to appropriate questions from shareholders.

Audit Fees

Audit Fees. The aggregate fees billed by EisnerAmper LLP for professional services rendered for the audit of our annual financial statements and reviews of our quarterly financial statements were $192,000 and $242,000 for the years ended December 31, 2010 and December 31, 2009, respectively.

Audit-Related Fees. EisnerAmper LLP did not perform any audit-related services during the years ended December 31, 2010 and December 31, 2009.

Tax Fees. The aggregate fees billed by EisnerAmper LLP during the years ended December 31, 2010 and December 31, 2009 for tax compliance services totaled $68,000 and $78,000, respectively.

All Other Fees. The aggregate fees billed by EisnerAmper LLP during the years ended December 31, 2010 and December 31, 2009 for other products and services totaled $21,000 and $21,000, respectively. Other fees during the years ended December 31, 2010 and December 31, 2009 related to the audit of our 401(k) Plan.

Our Audit Committee has determined that the services described above that were rendered by EisnerAmper LLP are compatible with the maintenance of EisnerAmper LLP’s independence from our management.

Pre-Approval Policy

The Audit Committee pre-approves all audit and non-audit services provided by our independent auditors prior to the engagement of the independent auditors with respect to such services. With respect to audit services and permissible non-audit services not previously approved, the Audit Committee has authorized the Chairwoman of the Audit Committee to approve such audit services and permissible non-audit services, provided the Chairwoman informs the Audit Committee of such approval at the next regularly scheduled meeting. All “Audit Fees”, “Tax Fees” and “All Other Fees” set forth above were pre-approved by the Audit Committee in accordance with its pre-approval policy.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Party Transactions

As set forth in our Amended and Restated Audit Committee Charter, the Audit Committee is responsible for reviewing and approving all related party transactions.

Our Code of Ethics for Senior Financial Officers, applicable to our chief executive officer, chief financial officer, controller, treasurer, principal accounting officer and other employees performing similar functions, provides that our Senior Financial Officers should endeavor to avoid any actual or potential conflict of interest between their personal and professional relationships and requires them to promptly report and disclose all material facts relating to any such relationships or financial interests which give rise, directly or indirectly, to an actual or potential conflict of interest to the Audit

20

Committee. The Code of Ethics also provides that no Senior Financial Officer should knowingly become involved in any actual or potential conflict of interest without the relationship or financial interest having been approved by the Audit Committee. Our Code of Ethics does not specify the standards that the Audit Committee would apply to a request for a waiver of this policy.

SHAREHOLDER PROPOSALS FOR THE 2012 ANNUAL MEETING AND COMMUNICATIONS

If you wish to submit proposals to be presented at the 2012 Annual Meeting of Shareholders, the proposals must be received by us no later than January 4, 2012 to be included in our proxy materials for that meeting.

The Board of Directors maintains a process for shareholders to communicate with the Board of Directors or individual directors as follows. Shareholders who wish to communicate with the Board of Directors or an individual director should direct written correspondence to our Secretary at our principal office at 885 Third Avenue, Suite 1720, New York, New York 10022. Any such communication must contain (i) a representation that the shareholder is a holder of record of our common stock, (ii) the name and address, as they appear on our books, of the shareholder sending such communication and (iii) the number of shares of our common stock that are beneficially owned by such shareholder. The Secretary will forward such communications to the Board of Directors or a specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate legal action regarding such communication.

OTHER MATTERS

The Board does not know of any other matters to be presented at the meeting. If any additional matters are properly presented to the shareholders for action at the meeting, the persons named in the enclosed proxies and acting thereunder will have discretion to vote on these matters in accordance with their best judgment.

YOU MAY OBTAIN A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE BY WRITING TO: DANIEL IESU, SECRETARY, SIEBERT FINANCIAL CORP., 885 THIRD AVENUE, SUITE 1720, NEW YORK, NEW YORK 10022 OR CALLING 800-872-0711.

Daniel Iesu
Secretary
Dated: April
29, 2011

PLEASE VOTE BY INTERNET OR TELEPHONE OR COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE VOTE—YOUR VOTE IS IMPORTANT

21

| SIEBERT
FINANCIAL CORP. C/O AMERICAN STOCK TRANSFER 6201 15th AVENUE BROOKLYN, NY 11219 |
| --- |
| Use the Internet to transmit your
voting instructions and for electronic delivery of information up until 11:59
P.M. Eastern Time the day before the meeting date. Have your proxy card in
hand when you access the web site and follow the instructions to obtain your
records and to create an electronic voting instruction form. |
| VOTE BY PHONE -
1-800-690-6903 |
| Use any touch-tone telephone to
transmit your voting instructions up until 11:59 P.M. Eastern Time the day
before the meeting date. Have your proxy card in hand when you call and then
follow the instructions. |
| VOTE BY MAIL |
| Mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it
to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |

| TO VOTE, MARK BLOCKS BELOW IN
BLUE OR BLACK INK AS FOLLOWS: |
| --- |
| KEEP THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |

		Withhold All	For All Except
The Board of
Directors recommends you vote FOR the following:
	o	o	o
1.	Election of Directors
	Nominees
01 Muriel
F. Siebert 02 Patricia
L. Francy 03 Nancy
Peterson
Hearn 04 Leonard
Leiman 05 Jane
Macon
06 Robert
P. Mazzarella
NOTE: In their discretion on any other business which may
properly come before the meeting or any adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE
SPACES PROVIDED, THE UNDERSIGNED’S VOTE WILL BE CAST FOR ALL NOMINEES LISTED
IN ITEM (1).
For address change/comments, mark
here.			o
(see reverse for instructions)	Yes	No
Please indicate if you plan to
attend this meeting	o	o
Please sign exactly as your
name(s) appear(s) hereon. When signing as attorney, executor, administrator,
or other fiduciary, please give full title as such. Joint owners should each
sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name, by authorized officer.
Signature [PLEASE SIGN WITHIN
BOX]	Date		Signature (Joint Owners)	Date

0000100812_1 R1.0.0.11699

Please date, sign and mail your proxy card in the envelope provided as soon as possible.

ANNUAL MEETING OF SHAREHOLDERS OF SIEBERT FINANCIAL CORP. June 13, 2011 The meeting will be held at 10:00 A.M., eastern daylight time, at The Harmonie Club, 4 East 60th Street, New York, NY.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement, and Annual Report is/are available at www.proxyvote.com .

| SIEBERT FINANCIAL CORP. |
| --- |
| PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS |
| TO BE HELD JUNE 13, 2011 |
| THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
| The undersigned hereby
appoints Daniel Iesu and Patricia L. Francy, and each of them, the proxies of
the undersigned, with power of substitution to each of them to vote all
shares of Siebert Financial Corp. which the undersigned is entitled to vote
at the Annual Meeting of Shareholders of Siebert Financial Corp. to be held
Monday, June 13, 2011, at 10:00 A.M., eastern daylight time, and at any
adjournments thereof. Please call 212-355-7400 to obtain directions to the
Annual Meeting to vote in person. Any and all proxies heretofore given are
hereby revoked. |
| UNLESS
OTHERWISE SPECIFIED IN THE SPACES PROVIDED, THE UNDERSIGNED’S VOTE WILL BE
CAST FOR ALL NOMINEES LISTED IN ITEM (1). |
| Address change/comments: |
| (If you noted any Address Changes and/or Comments above, please mark
corresponding box on the reverse side.) |
| Continued and to be signed on reverse side |

0000100812_2 R1.0.0.11699