SIEBERT FINANCIAL CORP — Proxy Solicitation & Information Statement 2013

Apr 23, 2013

DEF 14A 1 siebert_def14a.htm DEFINITIVE PROXY STATEMENT

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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 [ ] | | | |
| Check the appropriate
box: | | | |
| [ ] | Preliminary Proxy
Statement | [ ] | Soliciting Material Under Rule
14a-12 |
| [ ] | Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
| [X] | Definitive Proxy
Statement | | |
| [ ] | 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. | |
| --- | --- | --- |
| [
] | Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) 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: |
| [
] | Fee paid previously
with preliminary materials: | |
| [
] | 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
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| | 1) | Amount previously
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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 10, 2013

Dear Shareholders:

Notice is hereby given of the Annual Meeting of Shareholders of Siebert Financial Corp., a New York corporation, at The Harvard Club of New York City, 35 West 44th Street, New York, NY, on Monday, June 10, 2013 at 10:00 a.m., local time. The meeting’s purpose is to:

1.	Elect six directors.
2.	Hold an advisory vote to approve named
executive compensation.
3.	Hold an advisory vote on frequency of vote to
approve named executive compensation.
4.	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 Friday, April 19, 2012.

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 26, 2013

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 2013 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2013

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Annual Meeting:	The Harvard Club of New York City
10:00 a.m., local time	35 East 44th Street
	New York, New York

| Record
Date: | Close of business on Friday, April 19, 2013.
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 22,086,257 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 26,
2013. |
| --- | --- |
| 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. Advisory vote to approve named
executive compensation. 3. Advisory vote on frequency of
vote to approve named executive compensation. 4. Any other proper business.
However, we currently are not aware of any other matters that will come
before the meeting. |
| Vote
Required: | In the case of Proposal 1, 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. In the case of Proposals 2 and 3,
the advisory votes in respect of executive compensation will neither be
binding on the Company or the Board of Directors nor will they create or
imply any change in the fiduciary duties of, or impose any additional
fiduciary duty on, the Company or the Board of Directors. However, the
Board of Directors values the opinions expressed by shareholders in these
advisory votes and will consider the outcome of these votes in determining
its compensation policies. |

| 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 non-routine
matters. Broker non-votes count for quorum purposes, but we do not count
broker non-votes as votes for or against any non-routine proposal. Under
the New York Stock Exchange rules, the proposal relating to the election
of directors and the advisory proposals relating to executive compensation
are deemed to be a non-routine matters with respect to which brokers and
nominees may not exercise their voting discretion without receiving
instructions from the beneficial owner of the
shares. |
| --- | --- |
| Proxies: | 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. |

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| Cost of
Solicitation: | We will
pay all costs of soliciting these proxies, estimated at approximately $6,000.00
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 NO. 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 80 | 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. |

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| PATRICIA L. FRANCY Age
67 | Patricia Francy retired as Special Advisor for Alumni
Relations and Treasurer & Controller, Columbia
University, December 31, 2005. Ms. Francy is a director of Old Westbury
Funds, Inc., the Matheson Foundation, the Guttman 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 the Outward Bound Advisory Board.
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 79 | Nancy Peterson Hearn is Chairman
of Peterson Tool Company, Inc. and was its President/CEO from 1979 until
2012. Ms. Hearn became a director on June 4, 2001. Specific experience,
qualifications, attributes or skills: A nationally recognized business
entrepreneur, Nancy Peterson Hearn is chairman and chief executive officer
of Peterson Tool Company, Inc. Under her leadership, the company has made
exponential gains in sales, production and reputation, and is ranked among
the world’s premier designers and manufacturers of custom insert tooling.
Peterson Tool successfully received ISO 9001
certification, |

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and has earned numerous quality and certification awards including General Motors’ Targets for Excellence Award and Caterpillar’s coveted Certified Supplier of Quality Materials awards. She was the first American to earn the prestigious Veuve Clicquot Business Woman of the Year Award (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 Vice Chair of the Foundation, Southeast Region Chair and Membership Chair for Committee of 200 (“C200”), an international organization of businesswomen, which has established the Nancy Sanders Peterson Scholars Award in her honor. She chaired the C200 Auction from 2000 to 2008, and her efforts helped raise several millions of dollars for the C200 Foundation. She has also served on the boards of The Society of International Business Fellows, the Aquinas College Board of Governors, the Mississippi University for Women’s National Board of Distinguished Women, Nashville Symphony, Cheekwood Museum and Botanical Gardens and Nashville Ballet. Ms. Hearn has a longstanding record of community activism that includes roles in Leadership Nashville, the Tennessee Workforce Development Board, the Tennessee Council on Vocational Education, and 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 is the mother of six adult children, two of whom are actively involved in Peterson Tool Company, Inc. She is married to Billy Ray Hearn and lives in Nashville, Tennessee.

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LEONARD M. LEIMAN Age 81 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 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 experience with legal matters and with private and publicly traded business organizations.

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JANE H. MACON Age 66 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 Boards 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 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.

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| | ROBERT
P. MAZZARELLA Age 66 |
| --- | --- |
| 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. |

THE BOARD OF DIRECTORS DEEMS THIS PROPOSAL NO. 1 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.

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CORPORATE GOVERNANCE

| Board
Meetings: | The Board of Directors held four meetings
during 2012. 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 F.
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 five meetings during 2012. 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 Market’s independence
requirements. The Compensation Committee held one meeting during
2012. |

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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 2012 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 2012 fiscal year. This amount was unchanged from 2011. In accordance with general practice in the securities industry, our executive compensation includes base salaries, an annual discretionary 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. We did not change the 2012 base salaries of any of our executive officers from the levels in effect at the end of 2011. After evaluating our financial performance in 2012, our Compensation Committee did not award our executive officers or any other employees of the Company bonuses in 2012. In addition, we did not award any stock options or other equity incentives to our executive officers in 2012. 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 rewards programs and the rewards programs do not produce payments that have a material impact on the financial performance of the Company.

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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 meet in 2012, but acted in 2013 with respect to the recommendation to the Board of Directors of the nomination of each of the directors for re-election at the 2013 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, Daniel Iesu, at 885 Third Avenue, Suite 1720, New York, New York 10022, no later than January 6, 2014. 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.

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B

| 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 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 2012 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 four
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. |

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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 which could cause them to malfunction, reliance on information processing and 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.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Management Ownership: The following table lists share ownership of our common stock as of April 2, 2013. 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 2012 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 | 19,878,700 | | 89.9 % |
| Ameen Esmail | 25,000 | (2) | * |
| Joseph M. Ramos,
Jr. | 25,000 | (2) | * |
| Jeanne M. Rosendale | 25,000 | (2) | * |
| Timothy
O’Leary | 0 | | * |
| Daniel Iesu | 0 | | * |
| Patricia L.
Francy | 61,000 | (3) | * |
| Nancy Peterson Hearn | 60,000 | (2) | * |
| Leonard M.
Leiman | 62,000 | (3) | * |
| Jane H. Macon | 61,000 | (3) | * |
| Robert P.
Mazzarella | 60,000 | (2) | * |
| Directors and current executive
officers as a group (11 persons) | 20,257,700 | (4) | 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) | Represents options to
purchase shares of our common stock which are currently
exercisable. |
| (3) | Includes options to
purchase 60,000 shares of our common stock which are currently
exercisable. |
| (4) | Includes options to
purchase an aggregate of 1,125,000 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, 2012 and 2011, 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, 2012 (collectively, the “Named Executive Officers”).

							Non-qualified
						Non-Equity	Deferred
				Stock	Option	Incentive Plan	Compensation	All Other
Name and principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
position	Year	($)	($)	($)	($) (1)	($)	($)	($)	($)
Muriel F. Siebert	2012	150,000	—	—	—	—	—	—	150,000
Chairwoman and
President	2011	150,000	—	—	—	—	—	—	150,000
Joseph M. Ramos,
Jr. (2)	2012	285,000	—	—	—	—	—	—	285,000
Executive Vice
President
and Chief Financial
Officer	2011	285,000	—	—	—	—	—	—	285,000
Ameen Esmail	2012	185,000	—	—	—	—	—	—	185,000
Executive Vice
President
and Director of
Business
Development	2011	185,000	—	—	—	—	—	—	185,000
Jeanne M. Rosendale	2012	300,000	—	—	—	—	—	—	300,000
Executive Vice
President
and General
Counsel	2011	300,000	—	—	—	—	—	—	300,000
Timothy O’Leary	2012	200,000	—	—	—	—	—	—	200,000
Executive Vice
President	2011	200,000	—	—	—	—	—	—	200,000
Daniel Iesu	2012	120,000	—	—	—	—	—	—	120,000
Secretary	2011	120,000	—	—	—	—	—	—	120,000

---

| (1) | Represents the dollar amount
recognized for financial statement reporting in accordance with ASC Topic
718. |
| --- | --- |
| (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 2012.

Outstanding Equity Awards at December 31, 2012

The following table sets forth the outstanding equity award holdings of our Named Executive Officers at December 31, 2012

| | OPTION
AWARDS | | | | | STOCK
AWARDS | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | Equity |
| | | | | | | | | Equity | Incentive |
| | | | | | | | | Incentive | Plan |
| | | | Equity | | | | | Plan | Awards: |
| | | | Incentive | | | | | Awards: | Market or |
| | | | Plan | | | | | Number of | Payout Value |
| | | | Awards: | | | | Market | Unearned | of Unearned |
| | Number of | Number of | Number of | | | Number | Value of | Shares, | Shares, |
| | Securities | Securities | Securities | | | of Shares | Shares or | Units or | Units or |
| | Underlying | Underlying | Underlying | | | or Units of | Units of | Other | Other |
| | Unexercised | Unexercised | Unexercised | Option | Option | Stock That | StockThat | Rights That | Rights That |
| | Options (#) | Options (#) | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not |
| Name | Exercisable | Unexercisable | Options
(#) | Price ($) | Date | Vested (#) | Vested
($) | Vested (#) | Vested
(#) |
| Muriel F. Siebert | — | — | — | — | — | — | — | — | — |
| Joseph M. Ramos, Jr. | 25,000 | — | — | 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 | — | — | — | — | — | — | — | — | — |

---

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 50% 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 Mr. Esmail, Mr. Ramos, and Ms. Rosendale have vested and are fully exercisable.

Compensation of Directors

During 2012 our non-employee directors received cash compensation of $40,000 for service on our Board of Directors. We do not compensate our employees or employees of our subsidiaries for service as directors.

Director Compensation

	Fees			Non-Equity	Nonqualified
	Earned			Incentive	Deferred
	or
Paid	Stock	Option	Plan	Compensation	All
Other
	in	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	Cash ($)	($)	($)	($)	($)	($)	($)
Muriel
F. Siebert (1)	—	—	—	—	—	—	—
Patricia L.
Francy (2)	40,000	—	—	—	—	—	40,000
Nancy
Peterson Hearn (5) (6)	35,000	—	—	—	—	—	35,000
Leonard M.
Leiman (6)	35,000	—	—	—	—	—	35,000
Jane H.
Macon (3)	40,000	—	—	—	—	—	40,000
Robert P.
Mazzarella (4)	40,000	—	—	—	—	—	40,000

---

| (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. |
| (5) | Ms. Hearn
is the Chairwoman of the Nominating Committee. |
| (6) | Directors
fees were increased annually to $40,000 in June
2012. |

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, 2012. 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,” as amended, 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, 2012 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 2012. Based solely upon this
review, we believe that during fiscal 2012 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, Daniel
Iesu, 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 $196,000 for the year ended December 31, 2012 and $192,000 for the year ended December 31, 2011.

Audit-Related Fees. EisnerAmper LLP did not perform any audit-related services during the years ended December 31, 2012 and December 31, 2011.

Tax Fees. The aggregate fees billed by EisnerAmper LLP during the years ended December 31, 2012 and December 31, 2011 for tax compliance services totaled $66,000 and $96,000, respectively.

All Other Fees. The aggregate fees billed by EisnerAmper LLP during the years ended December 31, 2012 and December 31, 2011 for other products and services totaled $22,000 and $21,000 for each year, respectively. Other fees during the years ended December 31, 2012 and December 31, 2011 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.

20

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 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.

21

PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE COMPENSATION

We are providing our shareholders with the opportunity to cast an advisory vote on executive compensation as described above.

As part of its oversight of our executive compensation, our Compensation Committee considers the impact of our executive compensation, and the incentives created by the compensation awards that it administers, based on the our risk profile. In addition, we review all of our 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. This review has found that there currently are no excessive risks encouraged by the Company’s rewards programs and the rewards programs do not produce payments that have a material impact on our financial performance.

Our Compensation Committee evaluates the performance of our Chief Executive Officer in terms of our operating results and financial performance and determines her compensation in connection therewith. For the 2012 fiscal year, our Chief Executive Officer requested that her cash compensation be limited to $150,000, and our Compensation Committee determined that the cash compensation for the Chief Executive Officer be $150,000 for the 2012 fiscal year.

In accordance with general practice in the securities industry, our executive compensation includes base salaries, an annual discretionary 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. Our 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. We did not change the 2012 base salaries of any of our executive officers from the levels in effect at the end of 2011. After evaluating our financial performance in 2012, our Compensation Committee did not award our executive officers or any other employees of the Company bonuses in 2012. In addition, we did not award any stock options or other equity incentives to our executive officers in 2012.

The “Executive Compensation” section included in this Proxy Statement above describes our executive compensation program and the decisions made by the Board of Directors and the Compensation Committee in 2012 in more detail.

We request stockholder approval of the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, which disclosure includes the compensation tables and the narrative disclosures that accompany the compensation tables, through the following resolution:

RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby APPROVED.

22

While this vote is required by law, as an advisory vote, it will neither be binding on the Company or on our Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or our Board of Directors. However, our Compensation Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2 TO APPROVE THE COMPANY’S NAMED EXECUTIVE COMPENSATION.

23

PROPOSAL NO. 3

ADVISORY VOTE ON THE FREQUENCY OF SAY-ON PAY VOTES

As described in Proposal 2 above, our shareholders are being provided the opportunity to cast an advisory vote on our executive compensation program. The advisory vote on executive compensation described in Proposal 2 above is referred to as a “say-on-pay vote.”

This Proposal 3 affords stockholders the opportunity to cast an advisory vote on how often we should include a say-on-pay vote in our proxy materials for future annual shareholder meetings (or special shareholder meetings for which the Company must include executive compensation information in the proxy statement for that meeting). Under this Proposal 3, shareholders may vote to have the say-on-pay vote every year, every two years or every three years, or shareholders may abstain. You are not voting to approve or disapprove the Board of Directors recommendation on this item.

We believe that a triennial (every third year) vote will give our stockholders the opportunity to more fully assess the success or failure of our long-term compensation strategies and the related business outcomes with the hindsight of three years of corporate performance. In addition, we believe that a three-year vote cycle allows sufficient time for our Board of Directors and Compensation Committee to review and respond to shareholders’ views on executive compensation and to implement changes, if necessary, to our executive compensation program.

Even though the vote on this proposal will neither be binding on the Company or the Board of Directors nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors, the Board of Directors values the opinions expressed by shareholders in these votes and will consider the outcome of these votes in determining the frequency of the say-on-pay vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ON PROPOSAL 3 TO HOLD SAY-ON-PAY VOTES EVERY THREE YEARS.

24

SHAREHOLDER PROPOSALS FOR THE 2014 ANNUAL MEETING AND COMMUNICATIONS

If you wish to submit proposals to be presented at the 2014 Annual Meeting of Shareholders, the proposals must be received by us no later than December 30, 2013 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, Daniel Iesu, 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, 2012 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.

| By Order of the Board of
Directors |
| --- |
| Daniel Iesu |
| Secretary |

Dated: April 26, 2013

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

25

SIEBERT FINANCIAL CORP. 6201 15TH AVENUE C/O AMERICAN STOCK TRANSFER BROOKLYN, NY 11219

VOTE BY INTERNET - www.proxyvote.com 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: | |
| --- | --- |
| M59554-P36628 | KEEP THIS PORTION FOR YOUR RECORDS |
| | DETACH AND RETURN THIS PORTION
ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN
SIGNED AND
DATED. | |

| SIEBERT
FINANCIAL CORP. | | | | All | Withhold — All | For
All — Except |
| --- | --- | --- | --- | --- | --- | --- |
| 1. | Election
of Directors - Nominees | | | | | |
| The Board of
Directors recommends you vote FOR the entire slate of Director Nominees
listed below. | | | | o | o | o |
| | 01) | Muriel F. Siebert | 04) | Leonard Leiman | | |
| | 02) | Patricia L.
Francy | 05) | Jane Macon | | |
| | 03) | Nancy Peterson Hearn | 06) | Robert P.
Mazzarella | | |

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below .

| 2. | Advisory vote to approve named
executive compensation. | | For — o | Against — o | Abstain — o |
| --- | --- | --- | --- | --- | --- |
| The Board of Directors recommends you vote FOR Proposal
2: | | 1 Year | 2 Years | 3 Years | Abstain |
| 3. | Advisory vote on
frequency of vote to approve named executive compensation. | o | o | o | o |
| The Board of Directors recommends you vote 3 YEARS FOR Proposal
3: | | | | | |

NOTE: The undersigned's votes will be cast in the discretion of the Board of Directors on any other business which may properly come before the meeting or any adjournments thereof.

o	o
Yes	No

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

ANNUAL MEETING OF SHAREHOLDERS OF

SIEBERT FINANCIAL CORP.

June 10, 2013

The meeting will be held at 10:00 A.M., eastern daylight time, at

The Harvard Club of New York City, 35 West 44th Street, New York, NY.

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

M59555-P36628

SIEBERT FINANCIAL CORP. PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 10, 2013 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 10, 2013, 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 Changes/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