SIEBERT FINANCIAL CORP — Proxy Solicitation & Information Statement 2014

Apr 28, 2014

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. | |
| --- | --- | --- |
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table below per Exchange Act Rules 14a-6(i)(4) and
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securities to which transaction applies: |
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state how it was determined): |
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SIEBERT FINANCIAL CORP. 885 Third Avenue, Suite 3100 New York, New York 10022 (212) 644-2400

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2014

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 9, 2014 at 10:00 a.m., local time. The meeting’s purpose is to:

1. Elect four directors.

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 17, 2014.

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

Joseph M. Ramos, Jr.
Secretary

New York, New York April 28, 2014

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 3100 New York, New York 10022 (212) 644-2400

PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2014

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

| Annual
Meeting: | June 9, 2014 | |
| --- | --- | --- |
| | 10:00 a.m., local time | 4 East 60th
Street |
| | | New York,
New York |
| Record
Date: | Close of business on
Thursday, April 17, 2014. 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 22,085,126 shares of our common stock outstanding and
entitled to vote. Of those shares, 19,878,700 shares were beneficially
owned or controlled by the Estate of Muriel F. Siebert, our former
Chairwoman, President and Chief Executive Officer. This proxy statement
and form of proxy were first mailed to shareholders on or about April 28,
2014. | |
| 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 four directors. |
| | 2. | 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 the
proposal to elect directors, the four 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 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 Joseph
M. Ramos, Jr., Secretary, Siebert Financial Corp., 885 Third Avenue, Suite
3100, New York, New York 10022; |
| | 2. | deliver a
signed proxy, dated later than the first proxy, to Mr. Ramos 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 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. |

3

PROPOSAL

ELECTION OF DIRECTORS

| Generally: | Our Board of
Directors nominated four 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 Jane Macon are
“independent directors” within the meaning of Rule 5605(a)(2) of The
Nasdaq Stock Market. | |
| --- | --- | --- |
| Nominees: | PATRICIA L. FRANCY Age 68 | 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 Muriel F. Siebert Foundation and the Respect for Law and
Alliance. Ms. Francy became a director on March 11, 1997. Ms. Francy is
one of two executors of the Estate of Muriel F. Siebert, our former
Chairwoman, President and Chief Executive Officer, although she does not
possess the power in that capacity to control the voting of the shares of
our common stock held by the Estate. Specific
experience, qualifications, attributes or skills: Ms. Francy served as
Treasurer and Controller of Columbia University from 1989 until 2003. She
had been affiliated with Columbia University since 1968, and has served as
a Director of Finance and Director of Budget Operations. Ms. Francy was
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. |

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NANCY PETERSON HEARN Age 80 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 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, 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.

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| | Most recently, she
received the Golden Micrometer Award from Precision Machine Producers
Association for 40 Years of service in the metal working
industry. 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. |
| --- | --- |
| JANE H.
MACON Age
67 | Jane Macon is a Partner with the law firm of
Bracewell & Giuliani, LLP. Prior to joining the Bracewell firm in
October 2013, she was a Partner in the law firm of Fulbright &
Jaworski L.L.P., San Antonio, Texas for nearly 30 years. Fulbright &
Jaworski L.L.P. and Bracewell & Giuliani, LLP continue to provide
legal services to Siebert Financial Corporation. Ms. Macon became a
director on November 8, 1996 and was named Chairwoman in August 2013. Ms.
Macon is one of two executors of the Estate of Muriel F. Siebert, our
former Chairwoman, President and Chief Executive Officer and, in that
capacity, she possesses the power to control the voting and disposition of
the shares of our common stock held by the Estate. Specific
experience, qualifications, attributes or
skills: |

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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
67 |
| --- | --- |
| Vote
Required: | The four 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 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.

8

CORPORATE GOVERNANCE

| Board
Meetings: | The Board of
Directors held twelve meetings during 2013. 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
the Estate of Muriel F. Siebert, our former Chairwoman, President and
Chief Executive Officer, 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 2013. 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. |

9

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 zero meeting during 2013. 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 2013 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 2012. However, Ms. Siebert passed away on August 24, 2013, as a result her compensation was $112,500 in 2013. 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 2013 base salaries of any of our executive officers from the levels in effect at the end of 2012. After evaluating our financial performance in 2013, our Compensation Committee did not award our executive officers or any other employees of the Company bonuses in 2013. In addition, we did not award any stock options or other equity incentives to our executive officers in 2013 .

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| | 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. |
| --- | --- |
| Nominating
Committee of the Board of Directors: | The Nominating
Committee of the Board of Directors currently consists of Ms. Hearn,
Chairwoman, 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 2013,
but acted in 2014 with respect to the recommendation to the Board of
Directors of the nomination of each of the directors for re-election at
the 2014 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. |

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| | 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, Joseph M. Ramos, Jr. at 885 Third
Avenue, Suite 3100, New York, New York 10022, no later than January 6,
2015. 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 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 2013 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. |

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| Board Leadership Structure and Board of Directors: | Jane Macon is the
Chairwoman of our Board of directors. 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. |
| --- | --- |
| 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. |

13

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 2, 2014. 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 2013 disclosing that they held more than 5% of our common stock.

| Name of
Beneficial Owner (1) | Shares of Common
Stock | | Percent of
Class |
| --- | --- | --- | --- |
| The Estate of Muriel F. Siebert | 19,878,700 | | 89.9 % |
| Suzanne Shank | 36,000 | | * |
| Joseph M. Ramos, Jr. | 25,000 | (2) | * |
| Patricia L. Francy | 61,000 | (3) | * |
| Nancy Peterson Hearn | 60,000 | (2) | * |
| Jane
H. Macon | 61,000 | (3) | * |
| Robert P. Mazzarella | 60,000 | (2) | * |
| Directors and current executive officers as a group (6
persons) | 303,000 | (4) | 1.4 % |

---

*	Less than 1%
(1)	The address for each person named in the table is c/o Siebert
Financial Corp., 885 Third Avenue, Suite 3100, 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 265,000 shares of our
common stock described above which are currently
exercisable.

15

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows, during the years ended December 31, 2013 and 2012, the annual compensation paid to or earned by (1) our former Chief Executive Officer, (2) Acting Chief Executive Officer and (3) each of the four most highly compensated individuals who served as our executive officers in 2013 (collectively, the “Named Executive Officers”).

							Non-qualified
						Non-Equity	Deferred
				Stock	Option	Incentive Plan	Compensation	All Other (7)
Name and principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
position	Year	($)	($)	($)	($) (1)	($)	($)	($)	($)
Muriel F. Siebert (4)	2013	112,500	—	—	—	—	—	—	112,500
Chairwoman and President	2012	150,000	—	—	—	—	—	—	150,000
Suzanne Shank (5)	2013	52,000	—	—	—	—	—	—	52,000
Acting Chief Executive Officer
Joseph M. Ramos, Jr. (2)
(3)	2013	285,000	—	—	—	—	—	—	285,000
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer	2012	285,000	—	—	—	—	—	—	285,000
Ameen Esmail (6)	2013	154,167	—	—	—	—	—	30,833	185,000
Executive Vice President
and Director of Business
Development	2012	185,000	—	—	—	—	—	—	185,000
Jeanne M. Rosendale (6)	2013	250,000	—	—	—	—	—	50,000	300,000
Executive Vice President and
General Counsel	2012	300,000	—	—	—	—	—	—	300,000
Timothy O’Leary (6)	2013	166,669	—	—	—	—	—	33,000	200,000
Executive Vice President	2012	200,000	—	—	—	—	—	—	200,000

---

| (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. |
| (3) | Mr. Ramos
was named to the additional position of Chief Operating Officer effective
June 17, 2013. |
| (4) | Ms.
Siebert passed away on August 24, 2013. |
| (5) | Ms. Shank
was named Active Chief Executive Officer effective September 16, 2013 at a
salary of $250,000 annually. |
| (6) | Terminated
on October 29, 2013. |
| (7) | Represents
severance payments. |

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 2013.

Outstanding Equity Awards at December 31, 2013

The following table sets forth the outstanding equity award holdings of our Named Executive Officers at December 31, 2013.

| | 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 | Stock That | 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
(#) |
| Suzanne Shank | — | — | — | — | — | — | — | — | — |
| Joseph M. Ramos, Jr. | 25,000 | — | — | 2.75 | 8/17/2016 | — | — | — | — |

---

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. Ramos have vested and are fully exercisable.

Compensation of Directors

In September 2013, our non-employee directors fees were increased annually to $60,000 from $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 ($)	($)	($)	($)	($)	($)	($)
Patricia L. Francy (1)	45,000	—	—	—	—	—	45,000
Nancy Peterson Hearn (2)	45,000	—	—	—	—	—	45,000
Jane H. Macon (3)	45,000	—	—	—	—	—	45,000
Robert P. Mazzarella (4)	45,000	—	—	—	—	—	45,000

---

| (1) | Ms. Francy
is the Chairwoman of the Audit Committee. |
| --- | --- |
| (2) | Ms. Hearn
is the Chairwoman of the Nominating Committee. |
| (3) | Ms. Macon
is the Chairwoman of the Board and 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, 2013. The Audit
Committee has also discussed with our independent registered public
accounting firm the matters required to be discussed by Auditing Standards
No. 16, adopted by the Public Company Accounting Oversight Board (United
States) regarding, “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 applicable requirements of the Public
Company Accounting Oversight Board (United States) regarding
“Communication with Audit Committees concerning Independence” 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, 2013 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 2013. Based
solely upon this review, we believe that during fiscal 2013 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, Joseph M. Ramos, Jr., at Siebert Financial Corp., 885 Third
Avenue, Suite 3100, 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 $206,000 for the year ended December 31, 2013 and $196,000 for the year ended December 31, 2012.

Audit-Related Fees. EisnerAmper LLP did not perform any audit-related services during the years ended December 31, 2013 and December 31, 2012.

Tax Fees. The aggregate fees billed by EisnerAmper LLP during the years ended December 31, 2013 and December 31, 2012 for tax compliance services totaled $50,000 and $66,000, respectively.

All Other Fees. The aggregate fees billed by EisnerAmper LLP during the years ended December 31, 2013 and December 31, 2012 for other products and services totaled $22,000 for each year, respectively. Other fees during the years ended December 31, 2013 and December 31, 2012 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

SHAREHOLDER PROPOSALS FOR THE 2015 ANNUAL MEETING AND COMMUNICATIONS

If you wish to submit proposals to be presented at the 2015 Annual Meeting of Shareholders, the proposals must be received by us no later than December 30, 2014 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, Joseph M. Ramos, Jr., at our principal office at 885 Third Avenue, Suite 3100, 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, 2013 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE BY WRITING TO: JOSEPH M. RAMOS, JR., SECRETARY, SIEBERT FINANCIAL CORP., 885 THIRD AVENUE, SUITE 3100, NEW YORK, NEW YORK 10022 OR CALLING 800-872-0711.

| By
Order of the Board of Directors |
| --- |
| Joseph M. Ramos, Jr. |
| Secretary |

Dated: April 28, 2014

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

22

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: |
| --- |
| KEEP THIS PORTION FOR YOUR
RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED
AND DATED. |

| | | For — All | Withhold — All | For
All — Except |
| --- | --- | --- | --- | --- |
| The Board of
Directors recommends you vote FOR the entire slate of Director Nominees
listed below. | | | | |
| 1. | Election
of Directors | o | o | o |
| | Nominees | | | |

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.

| 01 |
| --- |
| 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. |

| For address change/comments,
mark here. — (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

ANNUAL MEETING OF SHAREHOLDERS OF SIEBERT FINANCIAL CORP. June 9, 2014 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 Notice & Proxy Statement, Annual Report is/are available at www.proxyvote.com .

SIEBERT FINANCIAL CORP. PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 9, 2014 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Joseph M. Ramos, Jr. 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 9, 2014, 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