Not independent
Tenure on this board
19.7 yrs
Also a director at
Cohen Circle Acquisition Corp II (CCII)Art Technology Acquisition Corp (ARTC)
5 nominees · 3 ballot items.
Election of five directors; Approval of Amendment No. 4 to the 2020 Long-Term Incentive Plan to increase the authorized shares and add annual evergreen increases; Ratification of Grant Thornton LLP as independent registered public accounting firm.
Elect five directors (Daniel G. Cohen, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda, Diana Louise Liberto) each to serve until the next annual meeting.
Approve Amendment No. 4 to increase shares under the 2020 Long-Term Incentive Plan from 2,500,000 to 4,500,000 and add annual automatic increases of 9% (July 1, 2027–2030) of fully diluted shares on prior June 30.
This management proposal seeks shareholder approval to amend the Company’s 2020 Long-Term Incentive Plan to increase the total share reserve from 2,500,000 to 4,500,000 and to add an “evergreen” provision that would automatically increase the reserve each July 1 from 2027 through 2030 by 9% of fully diluted common stock as of the prior June 30 (subject to Compensation Committee discretion to set a lesser amount). Management is pursuing this amendment to ensure an adequate supply of equity awards to attract, retain and motivate executives, employees, directors and consultants as the Company continues growth in areas such as investment banking, mortgage and SPAC activity — all of which have driven substantial 2025 performance and significant equity grants to executives in December 2025. The board’s unanimous recommendation to vote for the amendment is grounded in its view that granting additional shares preserves flexibility to continue long-term incentive practices and aligns employee interests with shareholder value; the board also notes that only 7,677 shares remained available under the current plan as of April 9, 2026. Approving an automatic annual replenishment through 2030 accelerates dilution risk and creates ongoing share issuance capacity without further shareholder votes; however, the evergreen is capped to a defined period (2027–2030) and tied to a 9% fully diluted measure that may materially increase outstanding capitalization if LLC units convert or awards vest. The proposal should be evaluated in light of recent large discretionary equity and deferred compensation awards to insiders, the heavy insider ownership concentration (executives and directors control a large percentage of voting power), and the potential for future dilution versus the benefits of retaining talent. The committee retains discretion over the actual number of shares added each year and other grant terms, and the Plan contains standard adjustments for corporate transactions and anti-dilution protections. Approval requires a majority of votes cast; the board and major insiders have vocal support and intend to vote in favor, and in their absence proxies will be voted FOR.
Ratify appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 1.00% | 24,677 | $372K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 0.94% | 23,285 | $351K |
| 3 | Trustees of Columbia University in the City of New York | 0.81% | 20,000 | $302K |
| 4 | TWO SIGMA INVESTMENTS, LP | 0.47% | 11,711 | $177K |
| 5 | DIMENSIONAL FUND ADVISORS LP | 0.41% | 10,265 | $155K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.39% | 9,690 | $146K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.27% | 6,699 | $101K |
| 8 | Spire Wealth Management | 0.10% | 2,500 | $38K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.10% | 2,401 | $36K |
| 10 | WELLS FARGO COMPANY/MN | 0.06% | 1,400 | $21K |
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