Form 4: Cohen & Co CFO Awarded 15,500 Restricted Shares

Joseph W. Pooler Jr., EVP, CFO, and Treasurer of Cohen & Co Inc., was awarded 15,500 restricted shares of common stock.

Summary

• Joseph W. Pooler Jr., the Executive Vice President, Chief Financial Officer, and Treasurer of Cohen & Co Inc. (COHN), was awarded 15,500 restricted shares of the company's common stock.
• The award was made on December 19, 2025, under the Company's 2020 Long-Term Incentive Plan.
• The restricted shares have a vesting schedule, with one-third of the shares vesting on January 31, 2027, another one-third on January 31, 2028, and the final one-third on January 31, 2029.
• Following this transaction, Mr. Pooler beneficially owns a total of 82,942 shares of common stock.
• The acquisition price for these restricted shares was $0.00 per share, as it was an award.

Sentiment

Score: 7

Explanation: The award of restricted shares to a key executive is a positive signal for corporate governance and management alignment, incentivizing long-term performance. It is a routine compensation event, not indicative of immediate operational or financial performance changes.

Positives

• The award of 15,500 restricted shares to a key executive, Joseph W. Pooler Jr., aligns management's long-term interests with those of shareholders.
• This type of compensation incentivizes the CFO to contribute to the company's sustained performance and growth over several years.

Future Outlook

The future outlook indicates that Joseph W. Pooler Jr.'s ownership stake will increase incrementally over the next three years as his restricted shares vest, aligning his incentives with the company's long-term performance.

Management Comments

• Joseph W. Pooler Jr. was awarded 15,500 restricted shares of common stock under the Company's 2020 Long-Term Incentive Plan.

Industry Context

This transaction represents a standard practice in executive compensation within the financial services industry, where long-term incentive plans are used to retain key talent and align executive interests with shareholder value creation. Such awards are common for CFOs and other senior executives.

Corporate Governance

Related Party Transactions

• Award of 15,500 restricted shares of common stock to Joseph W. Pooler Jr., an executive officer and director of Cohen & Co Inc., under the company's long-term incentive plan.

Stakeholder Impact

• Shareholders: Positive impact due to increased alignment of executive interests with long-term company performance and shareholder value creation.
• Employees (Executive): Joseph W. Pooler Jr. benefits from increased equity ownership and long-term incentive, enhancing retention and motivation.

Next Steps

• The vesting of one-third of the restricted shares on January 31, 2027.
• The vesting of one-third of the restricted shares on January 31, 2028.
• The vesting of the final one-third of the restricted shares on January 31, 2029.

Key Dates

Recommendation

The award of restricted shares to a key executive, Joseph W. Pooler Jr., aligns his long-term interests with those of shareholders, which is generally a positive for corporate governance and stability. However, this routine compensation disclosure on its own does not provide sufficient new information to change an investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Cohen & Co Inc., COHN, Joseph W. Pooler Jr., Restricted Stock, Stock Award, Executive Compensation, Long-Term Incentive Plan