Form 4: Cohen & Co Inc. Executive Chairman Awarded Restricted Membership Units

Daniel G. Cohen, Executive Chairman of Cohen & Co Inc., received 211,000 restricted membership units in a subsidiary, which can be converted to common stock.

Summary

• Daniel G. Cohen, the Executive Chairman of Cohen & Co Inc., was awarded 211,000 restricted membership units in Cohen & Company, LLC, a subsidiary.
• These units were granted under the company's 2020 Long-Term Incentive Plan.
• The restrictions on these units will expire in three tranches: one-third on January 31, 2026, another third on January 31, 2027, and the final third on January 31, 2028.
• Upon expiration of the restrictions, Mr. Cohen can redeem the units for either cash or common stock of Cohen & Co Inc., at a rate of one share for every ten units.
• Mr. Cohen also indirectly owns 80,000 shares of common stock through the EBC 2013 Family Trust and 78,740 shares through Cohen Bros. Financial, LLC.
• Additionally, Cohen Bros. Financial, LLC, of which Mr. Cohen is the sole member, owns 5,252,002 membership units in the Operating LLC.

Sentiment

Score: 7

Explanation: The document reflects a standard executive compensation practice, which is generally viewed positively as it aligns management's interests with shareholders. There are no negative surprises or concerns.

Positives

• The award of restricted membership units aligns the Executive Chairman's interests with the long-term performance of the company.
• The vesting schedule encourages long-term commitment from the Executive Chairman.
• The option to redeem units for cash or stock provides flexibility for the Executive Chairman.

Risks

• The potential conversion of membership units to common stock could dilute existing shareholders if the cash option is not chosen.
• The value of the membership units is tied to the performance of the subsidiary, which may introduce some risk.

Future Outlook

The document does not contain any specific forward-looking statements or guidance.

Industry Context

This type of equity-based compensation is common for executives in publicly traded companies to align their interests with shareholders and incentivize long-term performance.

Comparison to Industry Standards

• The use of restricted membership units that convert to common stock is a fairly standard practice in executive compensation packages.
• Many companies in the financial services sector use similar long-term incentive plans to retain and motivate key personnel.
• The vesting schedule of one-third per year over three years is also a common approach to ensure continued service and performance.

Stakeholder Impact

• Shareholders may experience potential dilution if the membership units are converted to common stock.
• The long-term incentive plan aims to align management's interests with shareholders, potentially benefiting them in the long run.

Key Dates

Keywords

restricted membership units, executive compensation, insider ownership, long-term incentive plan, Cohen & Co Inc., Cohen Bros. Financial, LLC, EBC 2013 Family Trust