UNITED STATES the Coronavirus (COVID-19) outbreak and to support the health and well-being of our stockholders, employees and directors. You can attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/COHN2022, where you will be able to listen to the annual meeting live, submit questions and vote. Please see the “How You May Vote” section of our proxy statement for more details regarding the logistics of the virtual meeting, including the ability of stockholders to submit questions during the annual meeting, and technical details and support related to accessing the virtual platform for the annual meeting. PROPOSAL PROPOSAL April 7, 2022. Series F Preferred Stock held by such stockholder as of such time. 1,900,000 shares; (iii) FOR the approval respect to a particular matter because the nominee has not received voting instructions from the beneficial owner. proposal without specific instructions from you as to how your shares are to be voted. broker or direct your request in writing or by phone to our Secretary, stock, Series E Preferred Stock and Series F Preferred Stock. Our Nominating and Corporate Governance Committee knows of no reason why any of the Jack Haraburda, age When determining whether it is appropriate to re-nominate a current director to continue on the Board of Directors, the Board focuses primarily on the information provided in each of the No material proceedings exist in which any of our directors or executive officers is an adverse party to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. stock. Purpose Eligibility and Types of Awards Available Shares 7, 2030. The Compensation Committee will determine the time or times at which an option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which, payment of the option price with respect thereto may be made or deemed to have been made (including, without limitation, by cash, loans or third-party sale programs, or by the tender of previously-owned shares). An individual who holds an option granted under the Rights to payments with respect to restricted stock units are generally not subject to alienation, transfer, assignment, pledge or garnishment. Restricted stock units do not give the holder thereof any rights with respect to common stock or any ownership interest in the Company. Except as may be provided in accordance the Certain U.S. Federal Income Tax Consequences Restricted Stock Plan. TABLE OF CONTENTS ” Lester R. Brafman Chief Executive Officer(3) Daniel G. Cohen Vice Chairman(4) Joseph W. Pooler, Jr. Executive Vice President, Chief Financial Officer & Treasurer(5) 2021. Lester R. Brafman Joseph W. Pooler, Jr. 107,143 500,000 500,000 1,000,000 1,000,000 Under the Brafman Employment Agreement, Mr. Brafman was entitled to participate in any equity compensation plan of the Company or Mr. Cohen did not receive any amounts in Cohen Allocations in 2021 or 2020. case to the extent that Mr. Cohen is eligible under the terms of such plans or programs. Mr. Cohen is entitled to participate in any equity compensation plan of the Company or In the event of a On March 10, 2017, C&Co determined by the Compensation Committee. On January 15, 2013, the Compensation Committee increased Mr. On February 16, 2017, upon recommendation of the Compensation Committee, the Board approved an increase to Mr. Pooler’s salary to $441,000 per year, effective January 1, 2017. On February 3, 2021, upon recommendation of the Compensation Committee, the Board approved an increase to Mr. Pooler’s salary to $463,000 per year, effective January 1, 2021. employee of that should be awarded from time to time to key personnel under the 2020 Long-Term Incentive Plan in light of the Following the vesting and delivery of the applicable LLC Units, Mr. Brafman will be able to cause Cohen & Company, LLC to redeem such LLC Units at any time for, at the Company’s option, cash or one share of common stock for every ten such LLC Units. The Company The following table provides information regarding the Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Further, on December 20, 2021, each of our non-employee directors was awarded 1,000 unrestricted shares of our common stock having a grant date fair value of $16.43 per share. Thomas P. Costello G. Steven Dawson Jack DiMaio Jack Haraburda Diana Louise Liberto James J. McEntee, III Neil Subin Joseph M. Donovan(3) Christopher Ricciardi(4) 2022. Audit Fees(1) Audit-Related Fees(2) Tax Fees All Other Fees Total Principal Accounting Firm Fees 3200T, as subsequently superseded by Auditing Standard No. 1301. The Audit Committee is composed of three independent non-employee directors and operates under a written charter adopted by the Board of Directors (which is available on our website athttp:// “independent.” Greater than 5% percent owner: Betsy Zubrow Cohen(3) Edward E. Cohen(4) EBC 2013 Family Trust(5) Christopher Ricciardi(6) Directors and Named Executive Officers: Lester R. Brafman(7) Daniel G. Cohen(8) Thomas P. Costello(9) G. Steven Dawson(10) Jack J. DiMaio, Jr.(11) Jack Haraburda(12) Diana Louise Liberto(13) James J. McEntee, III(14) Joseph W. Pooler, Jr.(15) Neil S. Subin(16) All current executive officers and directors as a group (10 persons)(17) Board of Directors and of the Board of Managers of Business. 2015 and information provided by the Company. 2013 and information provided by the Company. applicable vesting dates, may become convertible into common stock. EBC. 2021 and $1,191 in 2020. (ii) certain expenses incurred by JVB’s Institutional Corporate Trading business (the “JVB Institutional Corporate Trading Business Net Revenue”), and (B) commencing on January 1, 2019 and for each quarter during the remainder of the term of the JKD Investment Agreement, an amount equal to a percentage of the JVB Institutional Corporate Trading Business Net Revenue, which percentage is based on JKD Capital Partners’ investment under the JKD Investment Agreement as a percentage of the total capital allocated to JVB’s Institutional Corporate Trading business. Expense incurred by the Company for services provided by Duane Morris were $925 in 2021 and $1,194 in 2020. certain expenses, $942. of its AMENDMENT NO. ” ” Company; provided that any director whose election, or nomination for election by the additional documents the Committee may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the express provisions of the Plan and the Award Agreement. 5. PROVISIONS APPLICABLE TO STOCK Termination of Service, but while the Option is still in effect, the Option (if and to the extent otherwise exercisable by the Optionee at the time of death) may be exercised until the earlier of (i) one year from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Section 5.3(a). (c) The Committee may provide that no Option may be exercised with respect to any fractional Share. Any fractional Shares resulting from an may be awarded Incentive Stock Options which are first exercisable by the Optionee during any calendar year under the Plan (or any other stock option plan required to be taken into account under Section 422(d) of the Code) shall not exceed $100,000. To the extent the $100,000 limit referred to in the preceding sentence is exceeded, an Option will be treated as a Non-Qualified Stock Option. the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: lesser of (x) the amount paid by the Grantee for such forfeited Restricted Stock as contemplated by Section 6.1, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock. (i) Notwithstanding Section 7.4(c), the Committee may provide that distributions of RSUs can be elected at any time in those cases in which the RSU Value is determined by reference to Fair Market Value to the extent in excess of a base value, rather than by reference to unreduced Fair Market Value. and paid, as soon as practicable (but no later than 60 days) after the date of death to such Section 9 (or issuance of Shares in respect thereof), is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Options, Shares of Restricted Stock, RSUs, Dividend Equivalent Rights, other Awards or other Shares, no payment shall be made, or RSUs or Shares issued or grant of Restricted Stock or other Award made, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions in a manner acceptable to the Committee. 14. CHANGES IN CAPITAL determines that such adjustments do not have an adverse economic impact on the Participant as determined at the time of the adjustments.Use these links to rapidly review the documentTable of Contents
SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )Filed by the RegistrantýFiled by a Party other than the RegistrantoCheck the appropriate box:oPreliminary Proxy StatementoConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))ýDefinitive Proxy StatementoDefinitive Additional MaterialsoSoliciting Material under §240.14a-12
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Institutional Financial Markets, Inc.(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):oNo fee required.oFee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:oFee paid previously with preliminary materials.oCheck 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 filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:Institutional Financial Markets,Cohen & Company Inc., which will be held on December 21, 2016,June 2, 2022, at 10:00 a.m., local time, atEastern Time. The annual meeting will be held entirely online due to the officespublic health impact of Duane Morris LLP, located at 1540 Broadway, New York, New York 10036.stockholders'stockholders’ receipt of our proxy materials and reduces the costs and environmental impact of our annual meeting. Only stockholders (also known as “record holders”) who directly owned shares of our common stock, and/or our Series E Voting Non-Convertible Preferred Stock (also known as "record holders"and/or our Series F Voting Non-Convertible Preferred Stock (collectively, our “voting preferred stock”) as of the close of business on October 26, 2016,April 7, 2022, the record date for the annual meeting, will receive paper copies of our proxy materials. On or about November 10, 2016,April 14, 2022, we will have mailed to our record holders our proxy materials and, to all of our other stockholders, a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 20162022 proxy statement and annual report and vote online. For those stockholders that only receive a Notice of Internet Availability of Proxy Materials, thesuch Notice contains instructions on how you can receive a paper copy of theour proxy statement and annual report.Series E Voting Non-Convertible Preferred Stockour voting preferred stock via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may also vote by signing, dating and mailing the proxy card in the envelope provided. Instructions regarding these three methods of voting are contained in our proxy materials. If you attend the annual meeting, in person, you may continue to have your shares of our common stock and/or Series E Voting Non-Convertible Preferred Stockour voting preferred stock voted as instructed in your proxy, or you may withdraw your proxy and vote your shares of our common stock and/or Series E Voting Non-Convertible Preferred Stockour voting preferred stock at the meeting in person. We look forward to seeing you at theannual meeting.Institutional Financial Markets,Cohen & Company Inc.Daniel G. CohenJack J. DiMaio, Jr.Chairman's’s stockholders of record on the close of business on October 26, 2016,April 7, 2022, the record date for the 2016 annual meeting2022 Annual Meeting of stockholders,Stockholders, may authorize their proxies to vote their shares by telephone or Internet by following the instructions in Institutional Financial Markets,Cohen & Company Inc.'s’s proxy materials. If you have any questions regarding how to authorize your proxy by telephone or Internet, please call Institutional Financial Markets,Cohen & Company Inc. Investor Relations at (215) 701-8952.Table of ContentsCOHEN & COMPANY INC.Institutional Financial Markets,Cohen & Company Inc.:Institutional Financial Markets,Cohen & Company Inc., a Maryland corporation (the “Company”), will be held on December 21, 2016,June 2, 2022, at 10:00 a.m., local time, atEastern Time. The annual meeting will be held entirely online due to the officespublic health impact of Duane Morris LLP, located at 1540 Broadway, New York, New York 10036,the Coronavirus (COVID-19) outbreak and to considersupport the health and votewell-being of our stockholders, employees and directors. You can attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/COHN2022, where you will be able to listen to the annual meeting live, submit questions and vote. To join the annual meeting, you will need to have your 16-digit control number, which is included in the Notice of Internet Availability of Proxy Materials (the “Notice”) and the proxy card which has been sent to you or, if you are a beneficial owner of shares who did not receive such control number, it may be obtained upon request to the broker, bank, or other nominee that holds your shares. Please see the “How You May Vote” section of our definitive proxy statement in connection with the annual meeting, filed with the Securities and Exchange Commission on April 14, 2022 (the “Proxy Statement”), for more details regarding the logistics of the virtual annual meeting, including the ability of stockholders to submit questions, and technical details and support related to accessing the virtual platform for the annual meeting.matters:eightfive directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or retirement;2.12 to the Company's Second Amended and Restated 2010Cohen & Company Inc. 2020 Long-Term Incentive Plan to increase the number of shares of the Company'sCompany’s common stock authorized for issuance thereunder from 7,080,0001,200,000 shares to 9,080,0001,900,000 shares;3.4.ourthe Company’s independent registered public accounting firm for the year ending December 31, 2016;2022; and5.October 26, 2016April 7, 2022 as the record date for determining the stockholders entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof. Only stockholders of record of our common stock, andpar value $0.01 per share, our Series E Voting Non-Convertible Preferred Stock, par value $0.001 per share, and/or our Series F Voting Non-Convertible Preferred Stock, par value $0.001 per share, at the close of business on the record date will be entitled to notice of, and to vote at, the annual meeting and at any adjournments or postponements thereof.Company'sCompany’s stockholders the election of Daniel G. Cohen, the current Vice Chairman of the Company’s Board of Directors, at the Company's 2016 annual meeting, of stockholders, as further described in the section below entitled "“Rights of Certain Stockholders to Nominate Directors"” under Proposal One—One — Election of Directors.materials,materials; (2) by using the Internet, as instructed in our proxy materials,materials; (3) by mail (if you received your proxy materials by mail), by marking, signing, dating and returning the attached proxy card in the postage-paid envelope that we have provided,provided; or (4) by attending the annual meeting in person.over the Internet. For specific instructions on voting, please refer to our proxy materials or the information forwarded to your broker, bank or other holder of record. Any stockholder of our companythe Company attending the annual meeting over the Internet may vote in personat the annual meeting even if he or shesuch stockholder has previously voted using the telephone, the Internet or a proxy card. If you plan to attend the annual meeting to vote in personover the Internet and your shares are registered with our transfer agent, Computershare, in the name of a broker, bank or other nominee, you must obtain a proxy issued in your name from such broker, bank or other nominee.nominee, as described in the Proxy Statement.Rachael FinkDennis J. Crilly
SecretarySecretaryApril 14, 2022November 10, 2016Philadelphia, PennsylvaniaTable of ContentsATTENDANCE AT ANNUAL MEETING—ADMISSION POLICY AND PROCEDURES The 2016 Annual Meeting of Stockholders (the "meeting") of Institutional Financial Markets, Inc. (the "Company") will begin promptly at 10:00 a.m., local time, on December 21, 2016 at the offices of Duane Morris LLP, located at 1540 Broadway, New York, New York 10036. All attendees must present a valid photo identification to be admitted to the meeting. Cameras (including cellular phones or personal digital assistants (PDAs) with photographic capabilities), recording devices and other electronic devices, and the use of cellular phones or PDAs, will not be permitted at the meeting. Representatives of the Company will be at the entrance to the meeting and these representatives will have the authority, on the Company's behalf, to determine whether the admission policy and procedures have been followed and whether you will be granted admission to the meeting.Admission Policy Attendance at the meeting is limited to:(A)Stockholders of record ("record holders") on the close of business on October 26, 2016, the record date for the meeting (the "record date"), or authorized representatives of entities who are record holders. Authorized representatives of entities who are record holders must present a letter from the entity certifying to their status as an authorized representative.(B)Stockholders whose shares are held for them by banks, brokerages or other intermediaries ("beneficial holders"). Beneficial holders must present evidence of their ownership, such as a letter from the bank, broker or other intermediary confirming ownership, or the relevant portion of a bank or brokerage firm account statement.(C)Authorized representatives of entities who are beneficial holders. In addition to any evidence required under paragraph (B) above, authorized representatives must present: (1) a letter from the record holder certifying to the beneficial ownership of the entity they represent, and (2) a letter from the entity certifying to their status as an authorized representative. Page PageINFORMATION ABOUT THE ANNUAL MEETING1 67 11MEETINGS AND COMMITTEES OF OUR BOARD OF DIRECTORS15EXECUTIVE OFFICERS17TWO—TWO — APPROVAL OF AMENDMENT NO. 12 TO THE COMPANY'S SECOND AMENDED AND RESTATED 2010COHEN & COMPANY INC. 2020 LONG-TERM INCENTIVE PLAN 1911 28THREE—THREE — APPROVAL, ON AN ADVISORY BASIS, OF COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 2918 3019 4136 37 4238 4339 4440 4642 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 5046 49 51 5152 5560 5561 5662 57INSTITUTIONAL FINANCIAL MARKETS, INC.
Cira Centre, 2929 Arch Street, 17th Floor,Suite 1703, Philadelphia, Pennsylvania 19104Introduction"Board"“Board” or the "Board“Board of Directors"Directors”) of Institutional Financial Markets,Cohen & Company Inc., a Maryland corporation (the "Company"“Company”), is soliciting your proxy to vote your shares at the Company's 2016 annual meetingCompany’s 2022 Annual Meeting of stockholders,Stockholders, or the "meeting,"meeting, to be held on December 21, 2016June 2, 2022 at 10:00 a.m., local time, atEastern Time. The meeting will be held entirely online due to the offices of Duane Morris LLP, located at 1540 Broadway, New York, New York 10036, or at any postponement or adjournmentpublic health impact of the meeting. Coronavirus (COVID-19) outbreak and to support the health and well-being of our stockholders, employees and directors. Stockholders of record as of April 7, 2022 will be able to attend and participate in the meeting online by accessing www.virtualshareholdermeeting.com/COHN2022 and using the log in instructions described below. Even if you plan to attend the meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the meeting online.November 10, 2016,April 14, 2022, paper copies of our proxy materials will have been mailed to our stockholders who directly own shares of our common stock and our voting preferred stock (known as "record holders"“record holders”) as of the close of business on October 26, 2016.April 7, 2022. In addition, on or about November 10, 2016,April 14, 2022, the Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”), containing instructions on how to access this proxy statement and our 2021 annual report and how to vote over the Internet will have been mailed to all of our other stockholders as of the close of business on October 26, 2016.November 10, 2016,April 14, 2022, we will have mailed to our stockholders (other than record holders) the Notice, which contains instructions on how to access this proxy statement and our 2021 annual report and how to vote online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in theour proxy statement and our 2021 annual report over the Internet. The Notice also instructs you on how you may submit your proxy over the Internet. If you received the Notice by mail and would like to receive a printed copy of our proxy materials and our 2021 annual report, you should follow the instructions for requesting such materials contained in the Notice.$0.001$0.01 per share ("(“common stock"stock”), and/or our Series E Voting Non-Convertible Preferred Stock, par value $0.001 per share ("(“Series E Preferred Stock"Stock”), and/or our Series F Voting Non-Convertible Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), at the close of business on October 26, 2016,April 7, 2022, the record date for the meeting (the "record date"“record date”), are entitled to receive notice of, and to vote at, the meeting or any adjournment or postponement thereof. Each stockholder of record as of the close of business on the record date is entitled to one vote on each matter properly brought before the meeting for (i) each share of common stock and for each shareheld by such stockholder as of such time, (ii) every ten shares of Series E Preferred Stock held by such stockholder as of such time.Tabletime, and (iii) every ten shares of Contents•MAIL:MAIL;mark, sign,you may vote by marking, signing and datedating the attached proxy card and returnreturning it in the postage-paid envelope that we have provided. The named proxies will vote your shares according to your directions. If you sign and submit the proxy card, which is attached to this proxy statement, without indicating your vote, the named proxies will vote your shares in favor of the Company'sCompany’s nominees named in this proxy statement and in favor of all other proposals.•INTERNET:INTERNET; or AuthorizeCompany'sCompany’s common stock, or Series E Preferred Stock and/or Series F Preferred Stock in "street“street name,"” please refer to the voting instruction form used by your broker, bank or nominee to see if you may submit voting instructions by telephone or over the Internet. If you vote by telephone or over the Internet, you do not need to return the attached proxy card to the Company by mail.•IN PERSON:OVER THE INTERNET. Attendin person. Ifby proxy as described herein so that your sharesvote will be counted if you decide not to attend the meeting online.Company's common stock or Series E Preferred Stock are heldAnnual Meeting. The live audio webcast of the meeting will begin promptly at 10:00 a.m., Eastern Time, on June 2, 2022. Online access to the audio webcast will open approximately thirty minutes prior to the start of the meeting to allow time for you to log in and test the name ofcomputer audio system. We encourage our stockholders to access the meeting prior to the start time. broker or other nominee as soon as possible so that you must obtaincan be provided with a proxy fromcontrol number and gain access to the record holder, executedmeeting. If, for any reason, you are unable to locate your control number, you will still be able to join the virtual meeting as a guest by accessing www.virtualshareholdermeeting.com/COHN2022 and following the guest log in your favor, and bring it withinstructions; if you to hand in with your ballot, in order tolog into the meeting as a guest, however, you will not be able to vote in personor ask questions at the meeting.later decide to attend thein person.online. If you are a record holder and have given a proxy to vote your shares, then you may revoke your proxy at any time before it is exercised by: (a)(i) giving written notice of revocation no later than the commencement of the meeting to our Secretary, Rachael Fink,Dennis Crilly, at Institutional Financial Markets,Cohen & Company Inc., Cira Centre, 2929 Arch Street, 17th Floor,Suite 1703, Philadelphia, Pennsylvania 19104; (b)(ii) delivering no later than the commencement of the meeting a properly executed, later-dated proxy to our Secretary, Rachael Fink,Dennis Crilly, at Institutional Financial Markets,Cohen & Company Inc., Cira Centre, 2929 Arch Street, 17th Floor,Suite 1703, Philadelphia, Pennsylvania 19104; or (c)(iii) voting in persononline at the meeting."street name"“street name” by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to submit, change or revoke your voting instructions.Company'sCompany’s stockholders the election of Daniel G. Cohen, the current Vice Chairman of the Board, to the Board at the Company's 2016 annual meeting of stockholders.meeting. See Proposal One—One — Election of Directors, "Rights“Rights of Certain Stockholders to Nominate Directors"Directors” below.EF Preferred Stock and you return a properly executed proxy, but do not provide instructions as to one or more matters, the persons named as proxies intend to cast all of the votes you are entitled to cast: (i) FOR the election to the Board of Messrs.Daniel G. Cohen, Costello,G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda McEntee and Subin and Ms.Diana Louise Liberto, the Company'sCompany’s nominees for directorship positions at the meeting; (ii) FOR the approval of Amendment No. 12 to the Second Amended and Restated 2010Cohen & Company Inc. 2020 Long-Term Incentive Plan, as amended (the “2020 Long-Term Incentive Plan”), to increase the number of shares of the Company'sCompany’s common stock authorized for issuance thereunder from 7,080,0001,200,000 shares to 9,080,000 on an advisory basis, of the compensation of the Company’s named executive officers of the Company;officers; and (iv) FOR the ratification of the appointment of Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm for the year ending December 31, 2016.2022. Other than the matters set forth in this proxy statement and any procedural matters relating to the matters set forth herein, we are not aware of any other nominees for election as directors or other business that may properly be brought before the meeting.12,090,3821,548,385 shares of common stock outstanding and entitled to vote at the meeting, and 4,983,557 shares of Series E Preferred Stock outstanding and entitled to vote at the meeting and 22,429,541 shares of Series F Preferred Stock outstanding and entitled to vote at the meeting. The common stock, and the Series E Preferred Stock and Series F Preferred Stock vote together on all matters. EachPursuant to the Second Articles of Amendment and Restatement of the Company, each stockholder of record as of the close of business on the record date is entitled to one vote on each matter properly brought before the meeting for (i) each share of common stock and for each shareheld by such stockholder as of such time, (ii) every ten shares of Series E Preferred Stock held by such stockholder as of such time, and (iii) every ten shares of Series F Preferred Stock held by such stockholder as of such time.eightfive directors to the Board), the eightfive nominees receiving a plurality of the votes cast (that is, the eightfive nominees receiving the greatest number of votes) will be elected to the Board. A proxy marked "withhold"“withhold” with respect to the election of a director will not be voted as to the director indicated, but will be counted for purposes of determining whether there is a quorum at the meeting.12 to the Company's Second Amended and Restated 20102020 Long-Term Incentive Plan), Three (the approval,(advisory vote on an advisory basis, of the compensation of the named executive officers of the Company)compensation), and Four (the ratification of the appointment of Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm for the year ending December 31, 2016)2022) each requirerequires the affirmative vote of the majority of all of the votes cast by stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.eight directorsdirectors), Two (the approval of Amendment No. 2 to the Board)2020 Long-Term Incentive Plan), Three (the approval,(advisory vote on an advisory basis, of the compensation of the named executive officers of the Company)compensation), and Four (the ratification of the appointment of Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm for the year ending December 31, 2016), abstentions will not be counted as votes cast2022) and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. For purposes of Proposal Two (the approval of Amendment No. 1any other matters properly presented at the meeting, abstentions (except with respect to the Company's Second AmendedProposal Two) and Restated 2010 Long-Term Incentive Plan), abstentions will count as votes cast and will have the same effect as votes cast against the proposal because such proposals are subject to the stockholder approval requirements of the NYSE MKT listing rules. For purposes of all proposals, broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.quorum at the meeting. With respect to Proposal Two, abstentions will be counted as votes cast and will have the same effect as “Against” votes. A "broker non-vote"“broker non-vote” results when a broker, bank or other nominee properly executes and returns a proxy but indicates that the nominee is not voting with Please note With respect to Proposal Four (the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022), we do not expect any broker non-votes because Proposal Four is a “routine” matter and your broker will be permitted to vote your shares in its discretion on Proposal Four, if you do not instruct your broker on how to vote your shares on Proposal Four."routine"“routine” under the rules that guide how most brokers vote your stock.eight directors to the Board)directors), Two (the approval of Amendment No. 12 to the Company's Second Amended and Restated 20102020 Long-Term Incentive Plan), and Three (the approval,(advisory vote on an advisory basis, of the compensation of the named executive officers of the Company)compensation), are not "routine"“routine” matters. Accordingly, most brokerage firms or other nominees may not vote your shares with respect to such proposals without specific instructions from you as to how your shares are to be voted.Company'sCompany’s independent registered public accounting firm for the year ending December 31, 2016)2022) is a "routine"“routine” matteronshares with respect to such proposal.Company'sCompany’s securities representing approximately 43.6%74.17% of the votes entitled to be cast at the meeting, and intend to vote (i) FOR the election to the Board of Messrs. Cohen, Costello, Dawson, DiMaio Haraburda, McEntee and SubinHaraburda and Ms. Liberto, the Company'sCompany’s nominees for directorship positions at the meeting; (ii) FOR the approval of Amendment No. 12 to the Second Amended and Restated 20102020 Long-Term Incentive Plan to increase the number of shares of the Company'sCompany’s common stock authorized for issuance thereunder from 7,080,0001,200,000 shares to 9,080,0001,900,000 shares; (iii) FOR the approval on an advisory basis, of the compensation of the Company’s named executive officers of the Company;officers; and (iv) FOR the ratification of the appointment of Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm for the year ending December 31, 2016.2022. Based on the foregoing, (i) the election to the Board of each nomineeMessrs. Cohen, Dawson, DiMaio and Haraburda and Ms. Liberto, the Company’s nominees for director,directorship positions at the meeting; (ii) the approval of Amendment No. 12 to the Second Amended and Restated 20102020 Long-Term Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder from 1,200,000 shares to 1,900,000 shares; (iii) the approval on an advisory basis, of the compensation of the Company’s named executive officers of the Company,officers; and (iv) the ratification of the appointment of Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm for the year ending December 31, 20162022, are highly likely.all assured. as amended, are both available on our website athttp://www.ifmi.com.www.cohenandcompany.com."householding,"“householding,” can result in cost savings. A number of brokers with account holders who are our stockholders will be "householding"“householding” our proxy materials. A single Notice will be delivered to multiple stockholders who share an address unless we received contrary instructions from the impacted stockholders prior to the mailing date. Once you have received notice from your broker that they will be "householding"“householding” communications to your address, "householding"“householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in "householding"“householding” and would prefer to receive a separate copy of the Notice, our annual report, proxy statement and other proxy materials, please notify yourRachael Fink,Dennis Crilly, at Institutional Financial Markets,Cohen & Company Inc., Cira Centre, 2929 Arch Street, 17th Floor,Suite 1703, Philadelphia, PAPennsylvania 19104; phone: (215) 701-9555."householding"“householding” of your communications, please contact us at the above address or telephone number.MKT,American Stock Exchange, we will reimburse brokerage firms and other custodians, nominees and fiduciariesstock.Institutional Financial Markets,Cohen & Company Inc.
Cira Centre
2929 Arch Street, 17th FloorSuite 1703
Philadelphia, Pennsylvania 19104
Attn: Investor Relations
Phone: (215) 701-8952
Email: investorrelations@ifmi.cominvestorrelations@cohenandcompany.comONE—ONE — ELECTION OF DIRECTORS"Nominating“Nominating and Corporate Governance Committee"Committee”), has unanimously nominated all eightfive of its current directors, Messrs. Cohen, Costello, Dawson, DiMaio Haraburda, McEntee and SubinHaraburda and Ms. Liberto (each a "Company Nominee"“Director Nominee” and, collectively, the "Company Nominees"“Director Nominees”), for election as directors at the annual meeting, each to serve until theour next annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or retirement.CompanyDirector Nominees would be unable or unwilling to serve on the Board of Directors, but if any CompanyDirector Nominee should be unable or unwilling to serve, the named proxies will voteFOR the election of such other person for director as the Board of Directors, based on the recommendation of our Nominating and Corporate Governance Committee, may nominate in the place of such CompanyDirector Nominee.CompanyDirector Nominees and Biographical Information; Qualifications47,52, has, since September 16, 2013,February 21, 2018, served as the Vice Chairman of the Board of Directors and of the boardBoard of managersManagers of the Company's majority ownedCompany’s operating subsidiary, IFMI,Cohen & Company, LLC, and has, since September 16, 2013, served as the President and Chief Executive of the Company'sCompany’s European Business and as President, a director and the Chief Investment Officer of the Company'sCompany’s indirect majority owned subsidiary, Cohen & Company Financial Limited (formerly known as EuroDekania Management Limited), a Financial Conduct Authority regulatedan investment advisor and broker dealer focusingthat was formerly regulated by the Financial Conduct Authority and focused on the European capital markets ("CCFL").markets. Mr. Cohen served as Vice Chairman of the Board of Directors and of the Board of Managers of Cohen & Company, LLC from September 16, 2013 to February 21, 2018. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of the Company from December 16, 2009 to September 16, 2013 and as the Chairman of the Board of Directors from October 6, 2006 to September 16, 2013. Mr. Cohen served as the executive Chairman of the Company from October 18, 2006 to December 16, 2009. In addition, Mr. Cohen served as the Chairman of the boardBoard of managersManagers of IFMI,Cohen & Company, LLC from 2001 to September 16, 2013, as the Chief Investment Officer of IFMI,Cohen & Company, LLC from October 2008 to September 16, 2013, and as Chief Executive Officer of IFMI,Cohen & Company, LLC from December 16, 2009 to September 16, 2013. Mr. Cohen served as the Chairman and Chief Executive Officer of J.V.B. Financial Group, LLC (formerly C&Co/PrinceRidge Partners LLC), the Company'sCompany’s indirect broker dealer subsidiary ("JVB"(“JVB”), from July 19, 2012 to September 16, 2013. Mr. Cohen has served as the Chairman of the Board of FTAC Parnassus Acquisition Corp., a blank check company that will seek to effect a business combination with one or more businesses, since December 2020. Since October 2020, Mr. Cohen has served as the Chairman of the Board of INSU Acquisition Corp. III (NASAQ: IIII), a blank check company that raised $250 million in its initial public offering in December 2020 (the “Insurance SPAC III”), and he has served as the Chairman of the Board of INSU Acquisition Corp. IV, a blank check company that will seek to effect a business combination with one or more businesses, since November 2020. He has also served as the President and Chief Executive Officer of FTAC Hera Acquisition Corp., a blank check company that will seek to effect a business combination with one or more businesses, since January 2021, and as Chief Executive Officer of FinTech Acquisition Corp. VI, a blank check company that will seek to effect a business combination with one or more businesses, since November 2020. Previously, he served as the Chairman of the Board of the Insurance SPAC from December 2018 until the Insurance SPAC Merger in October 2020, and as the Chairman of the Board of the Insurance SPAC II from January 2019 until its merger with Metromile, Inc. in February 2021. He has been the Chairman of The Bancorp Inc. (“Bancorp”) (NASDAQ: TBBK) and Chairman of the Executive Committee of Bancorp’s board of directors since its inception in 1999. Mr. Cohen is Vice-Chairman of Bancorp Bank’s board of directors and Chairman of its Executive Committee. He had previously been Chairman of Bancorp Bank’s board of directors from September 2000 to November 2003 and, from July 2000 to September 2000, had been Bancorp Bank’s Chief Executive Officer. Mr. Cohen has served as the Chief Executive Officer of FinTech Acquisition Corp. IV (NASDAQ: FTIV), a blank check company which raised $230.0 million in its initial public offering in September 2020, since May 2019, and FinTech Acquisition Corp. V, a blank check company which raised $250.0 million in its initial public offering in December 2020, since October 2020. Mr. Cohen previously served as a director and Chief Executive Officer of FinTech Acquisition Corp. II, a blank check company which raised $175.0 million in its initial public offering inFinance, Limited ("Star Asia"), a permanent capital vehiclejoint venture investing in Asian commercial real estate, until the Company's sale of its interest in Star Asia onfrom February 20, 2014. Mr. Cohen served as Chairman of Cohen Financial Group, Inc. since its inception in April 2007 until its liquidation into February 2012. Mr. Cohen served2014 and as a director of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations, until it merged with Tiptree Financial Partners, L.P. infrom April 2007 to June 2011. Since 2000, Mr. Cohen has been the Chairman of the board of directors of The Bancorp, Inc. (NASDAQ: TBBK), a holding company for The Bancorp Bank, which provides various commercial and retail banking products and services to small and mid-size businesses and their principals in the United States, and since January 2015 has served as Executive Chairman of The Bancorp Bank. Mr. Cohen is a member of the Academy of the University of Pennsylvania, a member of the Visiting Committees for the Humanities and a member of the Paris Center of the University of Chicago. Mr. Cohen is also a Trustee of the List College Board of the Jewish Theological Seminary, a member of the board of the Columbia Global Center in Paris, a Trustee of the Paideia Institute and a Trustee of the Arete Foundation.College.Thomas P. CostelloG. Steven Dawson, age 70, has served as our director and as the Chairman of the Audit Committee of the Board of Directors (the "Audit Committee") since October 6, 2006. Mr. Costello served as a trustee and Chairman of the audit committee of the board of trustees of Alesco Financial Trust ("AFT") from January 2006 until the merger of Sunset Financial Resources, Inc. ("Sunset") with AFT. Mr. Costello served as a director for KPMG LLP from 2002 to 2004. Prior to that, he was employed at Arthur Andersen LLP for 35 years, including serving as National Practice Director from 1996 to 2002, where he was responsible for the accounting and audit practices of the Arthur Andersen offices in the southeast region of the United States. From 1985 to 1996, he served as partner in charge of the accounting and audit practice in Arthur Andersen's Philadelphia office. Prior to that, he acted as engagement partner where he served clients in numerous industries and worked with both large multinational and small and mid-sized public companies. From December 2006 to February 2011, Mr. Costello served on the board of directors and was the Chairman of the audit committee of Advanta Corp., a Pennsylvania-based financial services company that is in the process of liquidation. Mr. Costello also is a member of the Board of Trustees and serves on the Audit and Compliance Committee of Thomas Jefferson University Hospital. Mr. Costello is a Certified Public Accountant.G. Steven Dawson, age 59,64, has served as our director since January 11, 2005. Mr. Dawson also serves as the Chairmana member of the Nominating and Corporate Governance Committee, as a memberchairman of the Audit Committee, and as a member of the Compensation Committee of the Board of Directors (the "Compensation Committee"“Compensation Committee”). Mr. Dawson was previously a member of the compensation committee and nominating and corporate governance committee for Sunset, and was also the Chairman of Sunset'sSunset’s special committee in connection with Sunset'sSunset’s merger with AFT.Alesco Financial Trust. Mr. Dawson is a private investor and, in addition to his current board activities noted above, he has, from time to time, served on the boards of numerous other public and private companies. He currently serves on the board of directors of Medical Properties Trust (NYSE: MPW), a Birmingham, Alabama-based real estate investment trust ("REIT"(“REIT”) specializing in the ownership of acute care facilities and related medical properties worldwide (Chairman of the audit committee and member of the investment committee) and American Campus Communities (NYSE: ACC), an Austin-basedAustin, Texas-based equity REIT focused on U.S. student housing (Chairman of the audit committee and member of the compensation committee). In addition, Mr. Dawson serves as the chairman of the board of Trustees of Nova Net Lease REIT (CSE: NNL-U.CN), a Canadian Trust with specialty industrial real estate investments in the U.S., and does not serve on any committees for this company. From 1990 to 2003, Mr. Dawson served as Chief Financial Officer of Camden Property Trust and its predecessors, a multi-family REIT based in Houston with apartment operations, construction and development activities throughout the United States.49,55, has, since February 21, 2018, served as the Vice Chairman of the Board of Directors and of Cohen & Company, LLC and, from September 24, 2013 until February 21, 2018, Mr. DiMaio served as the Chairman of the Board of Directors since September 24, 2013.and of the Board of Managers of Cohen & Company, LLC. Mr. DiMaio is the founder and Chief Executive Officer of the Mead Park group of companies and has served in this capacity since September 2011. Prior to founding Mead Park, Mr. DiMaio was a Managing Director and Global Head of Interest Rate, Credit and Currency Trading of Morgan Stanley, and served in this capacity from September 2009 to August 2011. In addition, Mr. DiMaio served as a member of Morgan Stanley'sStanley’s Management Committee during his tenure at the firm. Prior to joining Morgan Stanley, Mr. DiMaio co-founded DiMaio Ahmad Capital LLC, a New York-based asset manager specializing in credit markets, and served as the Chief Executive Officer and Managing Partner from February 2005 to August 2009. Before founding DiMaio Ahmad Capital LLC, Mr. DiMaio was a Managing Director and Head of the Diversified Credit Hedge Fund Group at Credit Suisse Alternative Capital, Inc. from March 2004 to February 2005. Prior to that time, Mr. DiMaio was the Chief Executive Officer of Alternative Investments at Credit Suisse Asset Management. In addition, Mr. DiMaio was an Executive Board Member of Credit Suisse Securities (USA), Inc. and of Credit Suisse Asset Management. Mr. DiMaio joined Credit Suisse in 1989, and, after completing its sales and trading program, he joined Credit Suisse'sSuisse’s credit research group. In 1990, Mr. DiMaio joined the Credit Suisse corporate bond trading desk where he was appointed Head Trader in 1995 and the Department Head in 1996. At the end of 1997, Mr. DiMaio was appointed Head of Credit Suisse Global Credit Trading. In 2000, Mr. DiMaio was responsible for Credit Suisse'sSuisse’s entire77,83, has served as our director, a member of the Nominating and Corporate Governance Committee (except for a seven month period in 2010) and the Chairman of the Compensation Committee since October 6, 2006. Mr. Haraburda served as a trustee and Chairman of the compensation committee of AFT'sAFT’s board of trustees from January 2006 until Sunset'sSunset’s merger with AFT. Mr. Haraburda is the managing partner of CJH Securities Information Group, a professional coaching business. Mr. Haraburda served as managing director for the Philadelphia Complex of Merrill Lynch, Pierce, Fenner & Smith Incorporated from 2003 to 2005. He has also served in various positions at Merrill Lynch from 1984 until 2003, including as managing director of Merrill Lynch'sLynch’s Princeton Complex, resident Vice President of Merrill Lynch'sLynch’s Philadelphia Main Line Complex, marketing director and national sales manager of Merrill Lynch Life Agency and Chairman of Merrill Lynch Metals Company. From 1980 to 1984, he was managing director of Comark Securities, a government securities dealer. From 1968 until 1980, he served as a financial advisor, national sales manager for the Commodity Division, manager of the Atlanta Commodity Office and the Bala Cynwyd office of Merrill Lynch.59,64, has served as our director since December 21, 2015, and serves as a memberhas served Chair of the Nominating and Corporate Governance Committee.Committee, as a member of the Audit Committee and as a member of the Compensation Committee since June 2018. Ms. Liberto is a graduate of the Rutgers University School of Law, having earned a Juris Doctor degree with honors. After clerking for a United States District Court Judge from September 1991 to September 1992, Ms. Liberto worked with a law firm in Philadelphia, Pennsylvania. Ms. Liberto then joined the office of the General Counsel of Wal-Mart Stores, Inc., serving in various capacities from 2004 until October 2015, including an interim assignment in Wal-Mart India. InFrom October 2015 to April 2018, Ms. Liberto becameserved as the Chief Executive Officer of WalkMyMind, Inc., a corporate and personal wellness company headquartered in Philadelphia, Pennsylvania. Since April 2018, Ms. Liberto has served as President and Chief Executive Officer and Chair of the Board of Directors of WalkMyMind, Inc. and its parent holding company, WMM Holding Co., LLC. Ms. Liberto serves on the advisory board of J3Personica, a medical education selection and assessment startup company.James J. McEntee, III, age 59, has served as our director since December 21, 2015 and serves as a member of the Investment Committee of the Board of Directors (the "Investment Committee"). Mr. McEntee has been a director of The Bancorp (NASDAQ: TBBK) since September 2000, has been a director of T-REX Group (a privately held company that provides a comprehensive financial services platform focused on renewable energy assets) since October 2014, served as the Chief Financial Officer and Chief Operating Officer of FinTech Acquisition Corp (NASDAQ: FNTC) from January 2015 to July 2016, and has served as President and Chief Financial Officer of FinTech Acquisition Corp. II since April 2016. Mr. McEntee was the Vice-Chairman and Co-Chief Operating Officer of C&Co/PrinceRidge LLC (formerly known as The PrinceRidge Group LLC and now JVB), the Company's broker dealer subsidiary, from October 2012 until October 2013. Mr. McEntee was the Chief Executive Officer of Alesco Financial, Inc. from the date of its incorporation in 2006 until its merger with Cohen & Company Inc. in December 2009 and was the Chief Operating Officer of Cohen & Company Inc. from March 2003 until December 2009. Mr. McEntee was a principal in Harron Capital, L.P., a media and communications venture capital fund, from 1999 to September 2002. From 1990 through 1999, Mr. McEntee was a stockholder at Lamb McErlane, PC, a law firm, and from 2000 until 2004 was of counsel to Lamb McErlane. Mr. McEntee was previously a director of Pegasus Communications Corporation, a publicly held provider of communications and other services, and of several other private companies.Neil S. Subin, age 52, has served as our director since June 7, 2011. Mr. Subin also serves as a member of the Audit Committee, the Compensation Committee and the Investment Committee. Mr. Subin has served as Chairman of the Board of Broadbill Investment Partners, LP, a private investment fund, since 2011. Mr. Subin founded and has been the managing director and president of Trendex Capital Management, a private investment fund focusing primarily on financially distressed companies, since its formation in 1991. Prior to forming Trendex Capital, Mr. Subin was a private investor from 1988 to 1991 and was an associate with Oppenheimer & Co. from 1986 to 1988.Mr. Subin has served as a director of Phosphate Holdings, Inc. (OTC: PHOS.PK) since November 2010 and as a director of Federal-Mogul Corporation (NASDAQ: FDML) since December 2007. Mr. Subin also served as a director of Primus Telecommunications Group, Incorporated (OTCBB: PMUG.OB) from July 2009 until December 2013, as a director of Movie Gallery, Inc. (OTC: MOVIQ.PK) from May 2008 to December 2010, as a director of FiberTower Corporation (NASDAQ: FTWR) from December 2001 to December 2009, and as a director of Hancock Fabrics, Inc. (OTC: HKFI.PK) from August 2009 through December 2015 and as a director of Penn Treaty American Corp. since July 2015.director'sdirector’s individual biographies set forth above and its knowledge of the character and strengths of the sitting directors. With respect to Mr. Cohen, the Company considered his years of executive leadership with IFMI,Cohen & Company, LLC as well as other companies, his extensive investment experience and his expertise in strategic planning and business expansion. With regard to Mr. Costello, the Company considered his significant audit experience as well as his expertise and background with regard to accounting and financial matters generally. With regard to Mr. Dawson, the Company considered his experience as a director of the Company and its predecessors as well as his prior experience as the Chief Financial Officer of a public company and as an independent director for other public companies. With regard to Mr. DiMaio, the Company considered his significant experience in the financial services industry, including serving in management positions of other financial institutions, and his unique perspective with respect to corporate strategy and business development. With regard to Mr. Haraburda, the Company considered his experience as a director of the Company and its predecessors as well as his extensive knowledge of the securities industry. With regard to Ms. Liberto, the Company considered her legal background and knowledge of corporate governance matters. With regard to Mr. McEntee, the Company considered his extensive leadership in the investment management industry generally, as well as his deep understanding of the Company, its products and its businesses. With regard to Mr. Subin, the Company considered his extensive experience and expertise in the investment management field, particularly with respect to investing in financially distressed companies."CBF“CBF Purchase Agreement"Agreement”) regarding a strategic investment in the Company by Cohen Bros. Financial, LLC, of which Mr.Daniel G. Cohen, Chairman of the Company’s Board of Directors and Cohen & Company, LLC’s Board of Managers and President and Chief Executive of the Company’s European operations, is the sole member ("CBF"(“CBF”). Pursuant to the CBF Purchase Agreement, the Company agreed, among other things, that at any meeting at which the Company'sCompany’s stockholders may vote for the election of directors, for so long as CBF and certain of its affiliates collectively own 10% or more of the Company'sCompany’s outstanding common stock (as calculated under the CBF Purchase Agreement), CBF may designate one individual to stand for election at such meeting.CohenCBF Purchase Agreement, the Company has nominated Daniel G. Cohen to stand for election to the Board at the meeting and the Board is (a) recommending to the Company'sCompany’s stockholders the election of Mr. Cohen at the meeting, and (b) soliciting proxies for Mr. Cohen in connection with the meeting to the same extent as it is soliciting proxies for the other CompanyDirector Nominees.EIGHT COMPANYFIVE DIRECTOR NOMINEES RECOMMENDED BY THE BOARD OF DIRECTORS'DIRECTORS’ NOMINATING AND CORPORATE GOVERNANCE COMMITTEE AND UNANIMOUSLY APPROVED FOR NOMINATION BY THE BOARD OF DIRECTORS. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES SOLICITED IN CONNECTION WITH THIS PROXY STATEMENT WILL BE VOTEDFOR EACH OF THE EIGHT COMPANYFIVE DIRECTOR NOMINEES.CORPORATE GOVERNANCE AND BOARD OF DIRECTORS INFORMATION This section of our proxy statement contains information about a variety of our corporate governance policies and practices. In this section, you will find information about how we are complying with the corporate governance rules of the NYSE MKT, which were approved by the SEC. We are committed to operating our business under strong and accountable corporate governance practices. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.Code of Business Conduct and Ethics We have established a Code of Business Conduct and Ethics (the "Code of Ethics") which sets forth basic principles of conduct and ethics to guide all of our employees, officers and directors. The purpose of the Code of Ethics is to:•Promote honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;•Promote avoidance of conflicts of interest, including disclosure to an appropriate person or committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;•Promote full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications;•Promote compliance with applicable governmental laws, rules and regulations;•Promote the prompt internal reporting to an appropriate person or committee of violations of the Code of Ethics;•Promote accountability for adherence to the Code of Ethics;•Provide guidance to employees, officers and directors to help them recognize and deal with ethical issues;•Provide mechanisms to report unethical conduct; and•Help foster our long-standing culture of honesty and accountability. A waiver of any provision of the Code of Ethics as it relates to any director or executive officer must be approved by our Board of Directors without the involvement of any director who will be personally affected by the waiver or by a committee consisting entirely of directors, none of whom will be personally affected by the waiver. Waivers of the Code of Ethics for directors or executive officers will be promptly disclosed to our stockholders as required by applicable law. A waiver of any provision of the Code of Ethics as it relates to any other officer or employee must be approved by our Chief Financial Officer or Chief Legal Officer, if any, but only upon such officer or employee making full disclosure in advance of the behavior in question. The Code of Ethics is available on our website athttp://www.ifmi.com and is also available in print free of charge to any stockholder who requests a copy by submitting a written request to Institutional Financial Markets, Inc., Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104, attention: Corporate Secretary.Director Independence Our Board of Directors is comprised of a majority of independent directors. In order for a director to be considered "independent," our Board of Directors must affirmatively determine, based upon itsreview of all relevant facts and circumstances and after considering all applicable relationships, if any, that each of the directors has no direct or indirect material relationship with the Company or its affiliates and satisfies the criteria for independence established by the NYSE MKT and the applicable rules promulgated by the SEC. Our Board of Directors has determined that each of the following members of the Board of Directors is independent: Thomas P. Costello, G. Steven Dawson, Jack Haraburda, Diana Louise Liberto and Neil S. Subin. Our Board of Directors has determined that Daniel G. Cohen is not independent because he is an employee of the Company. With respect to determining whether James J. McEntee, III is independent, our Board of Directors considered that, per Section 803(A)(2) of the NYSE MKT Company Guide, a director who was employed by the Company during the past three years will not be considered independent. In light of the fact that this restrictive period expired with respect to Mr. McEntee only in October 2016, our Board has determined that Mr. McEntee is not independent. Lastly, our Board of Directors has determined that Jack J. DiMaio, Jr. is not independent because of the contractual relationships and obligations among the Company and Mead Park Advisors LLC (see "Certain Relationships and Related Party Transactions—Mead Park, Mead Park Advisors LLC, Mr. Ricciardi, Mr. DiMaio and Mr. Edward E. Cohen"). It is the policy of our Board of Directors that the independent members of our Board of Directors meet separately without management directors at least twice per year during regularly scheduled Board meetings to discuss such matters as the independent directors consider appropriate. In 2015, the Company's independent directors met separately without management directors two times.Leadership Structure The roles of Chairman of the Board and Chief Executive Officer are currently filled by separate individuals. Jack J. DiMaio, Jr. is our Chairman and Lester R. Brafman is our Chief Executive Officer. The Board believes that the separation of the offices of the Chairman and Chief Executive Officer is appropriate at this time because it allows our Chief Executive Officer to focus primarily on the Company's business strategy, operations and corporate vision. However, the Board does not have a policy mandating that the roles of Chairman and Chief Executive Officer continue to be separated. Our Board elects our Chairman and our Chief Executive Officer, and each of these positions may be held by the same person or may be held by different people. We believe it is important that the Board retain flexibility to determine whether the two roles should be separate or combined based upon the Board's assessment of the company's needs and leadership at a given point in time. As noted above, the independent directors meet without management present at regularly scheduled executive sessions. The current leadership model, when combined with the composition of the Board, the strong leadership of our independent directors and Board committees and the highly effective corporate governance structures and processes already in place, strikes an appropriate balance between consistent leadership and independent oversight of the Company's business and affairs.Role of the Board in Risk Oversight The Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas conducted by relevant Board committees that report on their findings to the Board. The oversight responsibility of the Board and the Board committees is facilitated by management reporting processes designed to provide information to the Board concerning the identification, assessment and management of critical risks and management's risk mitigation strategies and practices. These areas of focus include compensation, financial (including accounting, reporting, credit, liquidity and tax), operational, legal, regulatory, compliance, political and strategic risks. The full Board (or the appropriate Board committee), in concert with the appropriate members of management within the Company, reviews management reports to formulate risk identification, risk management and risk mitigation strategies. When a Board committee initially reviews management reports, the Chairman of the relevant Board committee briefs the full Board on the specifics of the matter at the next Boardmeeting. This process enables the Board to coordinate the risk oversight role, particularly with respect to risks spanning more than one operational area. The Board's role in risk oversight does not have a direct effect on the Board's leadership structure.Recommendation of Nominees to Our Board of Directors Subject to the rights of certain stockholders to nominate directors (see Proposal One—Election of Directors, "Rights of Certain Stockholders to Nominate Directors" above), our Board of Directors is responsible for the selection of nominees for election or appointment to the Board of Directors based on recommendations of our Nominating and Corporate Governance Committee, which is currently comprised of Mr. Dawson, Mr. Haraburda and Ms. Liberto. Our Nominating and Corporate Governance Committee may consider nominees recommended by management and stockholders using the criteria approved by the Board of Directors to evaluate all candidates. Our Nominating and Corporate Governance Committee reviews each candidate's qualifications, including whether a candidate possesses any of the specific qualities and skills desirable for members of the Board of Directors. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates, as appropriate. Upon selection of a qualified candidate, our Nominating and Corporate Governance Committee recommends the candidate for consideration by the full Board of Directors. Our Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. Nominees for the Board of Directors should be committed to enhancing long-term stockholder value and must possess a high level of personal and professional ethics, sound business judgment and integrity. Our Board of Directors' policy is to encourage the selection of directors who will contribute to our overall corporate goals. Our Nominating and Corporate Governance Committee may, from time to time, review the appropriate skills and characteristics required of members of our Board of Directors, including such factors as business experience, diversity and personal skills in finance, marketing, financial reporting and other areas that are expected to contribute to an effective board. We do not have a specific policy on diversity of the Board of Directors. Instead, the Board of Directors evaluates nominees in the context of the Board of Directors as a whole, with the objective of recommending a group that can best support the success of the business and, based on the group's diversity of experience, represent stockholder interests through the exercise of sound judgment. Such diversity of experience may be enhanced by a mix of different professional and personal backgrounds and experiences. Diversity is considered broadly and includes variety in personal and professional backgrounds, experience and skills, geographic location, as well as differences in gender, race, ethnicity and age. In evaluating potential candidates for our Board of Directors, our Nominating and Corporate Governance Committee will consider these factors in light of the specific needs of the Board at the time of its evaluation. Our Nominating and Corporate Governance Committee may consider director candidates recommended by our stockholders. Our Nominating and Corporate Governance Committee will apply the same standards in considering candidates submitted by stockholders as it does in evaluating candidates submitted by members of our Board of Directors. To recommend a prospective nominee for consideration by our Nominating and Corporate Governance Committee, the candidate's name and qualifications must be submitted in writing to our Secretary at Institutional Financial Markets, Inc., Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104.Communications with Our Company Any employee, stockholder or other person may communicate with our Board of Directors or individual directors. Any such communications may be sent in writing to Institutional FinancialMarkets, Inc., Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104, Attn: Board of Directors. Our Audit Committee has also established procedures for (a) the receipt, retention, and treatment of complaints received by our Company regarding accounting, internal accounting controls, or auditing matters, and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. If you wish to contact our Audit Committee to report complaints or concerns relating to the financial reporting of our Company, you may do so in writing to the Chairman of the Audit Committee at Institutional Financial Markets, Inc., Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104. Any such communications may be made anonymously. We also have a compliance telephone hotline that may be used, on an anonymous basis or otherwise, to report any concerns or violations of our standards of conduct, policies or laws and regulations. The number to the hotline is (800) 399-3595.Director Attendance at Annual Meeting Although director attendance at our annual meeting each year is strongly encouraged, we do not have an attendance policy. Messrs. Cohen, Costello, Dawson, Haraburda and Subin attended our 2015 annual meeting.MEETINGS AND COMMITTEES OF OUR BOARD OF DIRECTORSMeetings of the Board of Directors During the 2015 fiscal year, our Board of Directors held five meetings. Each of our directors attended at least 75% of the total number of meetings held by our Board of Directors during 2015.Committees of the Board of Directors The Board of Directors currently has four standing committees: the Audit Committee, the Compensation Committee, the Investment Committee and the Nominating and Corporate Governance Committee. The Board of Directors has affirmatively determined that each committee member satisfies the independence requirements of the NYSE MKT and the SEC for membership on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. From time to time our Board of Directors may establish a new committee or disband a current committee depending upon the circumstances.Audit Committee We have a separately designated standing Audit Committee of our Board of Directors, as defined in Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is currently comprised of three of our independent directors: Messrs. Costello, Dawson and Subin. Mr. Costello is the Chairman of our Audit Committee. Our Board of Directors has determined that each of the members of our Audit Committee is "independent" within the meaning of the rules of the NYSE MKT and the SEC and that each of the members of our Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the rules of the NYSE MKT. In addition, our Board of Directors has determined that Mr. Costello is an "audit committee financial expert" as defined by the SEC. Our Audit Committee operates under a written charter that was originally adopted in 2006 and amended in 2007, 2009 and 2014. A copy of the charter may be found on our website athttp://www.ifmi.com and will be provided in print, free of charge, to any stockholder who requests a copy by submitting a written request to our Secretary at Institutional Financial Markets, Inc., Cira Centre, 2929 Arch Street, 17th Floor, Philadelphia, Pennsylvania 19104. Our Audit Committee met five times in 2015. Each of the committee members attended all of the meetings of our Audit Committee held during fiscal year 2015. Our Audit Committee has responsibility for engaging independent registered public accounting firms, reviewing with them the plans and results of the audit engagement, approving the professional services they provide to us, reviewing their independence and considering the range of audit and non-audit fees. Our Audit Committee assists our Board of Directors with oversight of (a) the integrity of our financial statements; (b) our compliance with legal and regulatory requirements; (c) the qualifications, independence and performance of the registered public accounting firm that we employ for the audit of our financial statements; and (d) the performance of the people responsible for our internal audit function. Among other things, our Audit Committee prepares the Audit Committee report for inclusion in our annual proxy statement, conducts an annual review of its charter and evaluates its performance on an annual basis. Our Audit Committee also establishes procedures for the receipt, retention, and treatment of complaints that we receive regarding accounting, internal accounting controls and auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Our Audit Committee has the authority to retain counsel and other experts or consultants at our expense that it deems necessary or appropriate to enable it to carry out its duties without seeking approval of our Board of Directors.Compensation Committee The members of the Compensation Committee are Messrs. Dawson, Haraburda and Subin. Mr. Haraburda is the Chairman of the Compensation Committee. Our Board of Directors has determined that each of the members of the Compensation Committee is "independent" within the meaning of the rules of the NYSE MKT. The Compensation Committee assists our Board of Directors in discharging its responsibilities relating to compensation of our directors and officers. The Compensation Committee has overall responsibility for evaluating, recommending changes to and administering our compensation plans, policies and programs. Among other things, the Compensation Committee (a) reviews the Company's overall compensation structure, policies and programs; (b) makes recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans; (c) annually reviews the compensation of directors for service on the Board of Directors and its committees and recommends changes in Board compensation; (d) annually reviews the performance of our Chief Executive Officer and communicates the results of the review to the Chief Executive Officer and the Board of Directors; (e) if required by applicable law, produces an annual report on executive compensation for inclusion in our annual proxy statement; (f) annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the Board for approval; and (g) annually reviews its performance. The Compensation Committee has authority to grant awards under our 2006 Long-Term Incentive Plan, as amended, and the 2010 Long-Term Incentive Plan. The Compensation Committee also has the authority to retain counsel and other experts or consultants at the Company's expense that it deems necessary or appropriate to enable it to carry out its duties without seeking approval of the Board of Directors. The Compensation Committee operates under a written charter that was originally adopted in 2006 and amended in 2009 and 2014. A copy of the charter may be found on our website athttp://www.ifmi.com and will be provided in print, without charge, to any stockholder who requests a copy. The Compensation Committee met two times in 2015. Each of the committee members attended all of the meetings of our Compensation Committee held during fiscal year 2015.Investment Committee The members of the Investment Committee are Messrs. Cohen, McEntee and Subin. Mr. Cohen is the Chairman of the Investment Committee. Formed in 2010, the Investment Committee's primary function is to assist the Board of Directors in its oversight of the Company's investment objectives, practices, strategies and policies. The Investment Committee did not hold any meetings 2015.Nominating and Corporate Governance Committee The members of the Nominating and Corporate Governance Committee are Messrs. Dawson and Haraburda and Ms. Liberto. Mr. Dawson is the Chairman of the Nominating and Corporate Governance Committee. Our Board of Directors has determined that each of the members of the Nominating and Corporate Governance Committee is "independent" within the meaning of the rules of the NYSE MKT. The Nominating and Corporate Governance Committee's primary functions are to (a) recommend to the Board of Directors qualified candidates for election as directors and recommend a slate of nominees for election as directors at our annual meeting; (b) periodically prepare and submit to the Board of Directors for adoption its selection criteria for director nominees; (c) review and make recommendations on matters involving the general operation of the Board of Directors, including development and recommendation of our corporate governance guidelines; (d) annually recommend to the Board of Directors nominees for each committee of the Board; and (e) facilitate the assessment of the Board's performance as a whole and of the individual directors and report thereon to the Board ofDirectors. The Nominating and Corporate Governance Committee has the authority to retain counsel and other experts or consultants at the Company's expense that it deems necessary or appropriate to enable it to carry out its duties without seeking the approval of the Board of Directors. The Nominating and Corporate Governance Committee operates under a written charter that was originally adopted in 2006 and amended in 2009 and 2014. A copy of the charter may be found on our website athttp://www.ifmi.com and will be provided in print, without charge, to any stockholder who requests a copy. Our Nominating and Corporate Governance Committee met three times in 2015. Each of the committee members attended the meeting of our Nominating and Corporate Governance held during fiscal year 2015. Set forth below is information regarding our executive officers as of November 10, 2016.NameAgePositionLester R. Brafman54Chief Executive OfficerDaniel G. Cohen46President and Chief Executive, European BusinessJoseph W. Pooler, Jr. 51Executive Vice President, Chief Financial Officer and TreasurerLester R. Brafman, age 54, has served as the Chief Executive Officer of the Company and of IFMI, LLC since September 16, 2013. Mr. Brafman served as the President of the Company and of IFMI, LLC from June 3, 2013 until September 16, 2013. Prior to joining the Company and IFMI, LLC, Mr. Brafman served as a Managing Director at Goldman Sachs & Co. from July 2001 until August 2012. During his tenure at Goldman Sachs, Mr. Brafman held various positions including in Leveraged Finance Sales; as Chief Operating Officer of Global Credit and Mortgage Trading; and as Head of High Yield and Distressed Trading. Prior to joining Goldman Sachs, Mr. Brafman served as a Managing Director at Credit Suisse First Boston from July 1994 until October 2000 where, over the course of his employment, he served as Head of High Yield Trading and as Head of Emerging Market and Sovereign Trading. Prior to joining Credit Suisse, Mr. Brafman worked at Wasserstein Perella & Co. from March 1992 until July 1994, and at Lehman Brothers Holdings Inc. from September 1988 until March 1992. Mr. Brafman received a B.A. from Columbia University and an M.B.A. from the Amos Tuck School of Business Administration, Dartmouth College.Daniel G. Cohen, age 46, has served as the President and Chief Executive of the Company's European Business since September 16, 2013. See Proposal One—Election of Directors, "Names of the Company Nominees and Biographical Information; Qualifications" above for Mr. Cohen's biographical information.Joseph W. Pooler, Jr., age 51, has served as Executive Vice President, Chief Financial Officer and Treasurer of the Company since December 16, 2009 and as IFMI, LLC's Chief Financial Officer since November 2007 and as Chief Administrative Officer since May 2007. From July 2006 to November 2007, Mr. Pooler also served as Senior Vice President of Finance of IFMI, LLC. From November 2007 to March 2009, Mr. Pooler also served as Chief Financial Officer of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations. Prior to joining IFMI, LLC, from 1999 to 2005, Mr. Pooler held key management positions at Pegasus Communications Corporation (now known as The Pegasus Companies, Inc. (OTC: PEGX)), which operated in the direct broadcast satellite television and broadcast television station segments. While at Pegasus, Mr. Pooler held various positions including Chief Financial Officer, Principal Accounting Officer, and Senior Vice President of Finance. From 1993 to 1999, Mr. Pooler held various management positions with MEDIQ, Incorporated, including Corporate Controller, Director of Operations, and Director of Sales Support. Mr. Pooler holds a B.A. from Ursinus College, an M.B.A. from Drexel University, and was a Certified Public Accountant in the Commonwealth of Pennsylvania (license lapsed). No executive officer was selected as a result of any arrangement or understanding between the executive officer or any other person. All executive officers are appointed annually by, and serve at the discretion of, our Board of Directors. All executive officers are appointed annually by, and serve at the discretion of, our Board of Directors.
PROPOSAL TWO—TWO — APPROVAL OF AMENDMENT NO. 12 TO
THE COMPANY'S SECOND AMENDED AND RESTATED 2010COHEN & COMPANY INC. 2020 LONG-TERM INCENTIVE PLANCompany's Second Amended and Restated 2010Cohen & Company Inc. 2020 Long-Term Incentive Plan, as amended (the "2010“2020 Long-Term Incentive Plan"Plan”), and as proposed to be amended by Amendment No. 12 to the Second Amended and Restated 20102020 Long-Term Incentive Plan ("(“Amendment No. 1"2”). Copies of the 2020 Long-Term Incentive Plan and Amendment No. 1 thereto, as well as the proposed Amendment No. 2 thereto, are attached to this proxy statement as AppendixAnnex A. Because the description below is a summary, it does not contain all of the information about the 20102020 Long-Term Incentive Plan, as it is proposed to be amended, that may be important to you. You should refer to the full text of the 20102020 Long-Term Incentive Plan and AmendmentAmendments No. 1 and 2, which are attached hereto as Annex A and are hereby incorporated by reference into this proxy statement, for details of the terms of the 20102020 Long-Term Incentive Plan and Amendment s No. 1.1 and 2. The Company is the sponsor of the 2010 Long-Term Incentive Plan. 22, 2010,7, 2020, the Board of Directors of the Company adopted the Institutional Financial Markets, Inc. 20102020 Long-Term Incentive Plan (the "Original Plan"). Plan.February 3, 2011,April 1, 2021 and June 9, 2021, the Board of Directors amended (the "February 2011 Amendment")and the OriginalCompany Stockholders, respectively, approved Amendment No. 1 to the 2020 Long-Term Incentive Plan, to reflectwhich increased the change in the Company's name to "Institutional Financial Markets, Inc." and to increase themaximum number of shares of common stock available for awardsissuance under the Original2020 Long-Term Incentive Plan from 1,580,000 shares to 3,580,000 shares. On April 18, 2011, the Board of Directors further amended (the "April 2011 Amendment") the Original Plan, as amended, to increase the number of600,000 shares of common stock available for awards thereunder from 3,580,000 shares to 4,580,000 shares, and the stockholders of the Company approved the April 2011 Amendment on June 7, 2011. On March 8, 2012, the Board of Directors amended and restated the Original Plan, as amended, in its entirety (as so amended and restated, the "Amended and Restated Plan") to reflect the amendments to the Original Plan made by the February 2011 Amendment and the April 2011 Amendment. The Board of Directors adopted the 2010 Long-Term Incentive Plan on November 13, 2013, which amended and restated the Amended and Restated Plan to, among other things and subject to approval by the Company's stockholders (which approval was obtained at the Company's 2014 annual meeting of stockholders), increase the number of1,200,000 shares of common stock (i) available for awards under the 2010 Long-Term Incentive Plan from 4,580,000 shares to 7,080,000 shares; (ii) that may underlie options granted under the 2010 Long-Term Incentive Plan in any calendar year to any eligible person thereunder from 500,000 shares to 3,000,000 shares; and (iii) that may underlie awards, other than options, granted under the 2010 Long-Term Incentive Plan in any calendar year to any eligible person thereunder from 500,000 shares to 3,000,000 shares.October 27, 2016,March 28, 2022, the Board of Directors approved Amendment No. 1,2, which increases, subject to stockholder approval, the maximum number of shares of common stock available for issuance under our 2010the 2020 Long-Term Incentive Plan, as amended, from 7,080,0001,200,000 shares of common stock to 9,080,000 shares.1,900,000 shares of common stock. If stockholder approval is not received at the meeting, the increase in the number of authorized shares available for issuance under our 2010the 2020 Long-Term Incentive Plan will not be implemented.20102020 Long-Term Incentive Plan is not subject to the provisions of ERISAthe Employee Retirement Income Security Act of 1974 (“ERISA”) or qualified under Section 401(a) of the Code. All expenses associated with the 20102020 Long-Term Incentive Plan are borne by the Company. While the 2010The 2020 Long-Term Incentive Plan is not generally subject to ERISA as it is neither an employee welfare benefit plan nor an employee pension benefit plan, certain grants to executives may involve deferred delivery of equity securities resulting in an arrangement that may be considered a pension benefit plan to the extent that such an arrangement defers the executive's income to the termination of employment or beyond. In such situations, the arrangement is intended to qualifyplan.as a "top hat" plan, as to which a notice letter is filed with the Department of Labor and which is, therefore, generally exempt from the reporting and disclosure requirements of ERISA.20102020 Long-Term Incentive Plan is to attract key employees, directors, officers, advisors and consultants and to induce them to remain with us and our subsidiaries and encourage them to increase their efforts to make our business more successful, whether directly or through our subsidiaries or other affiliates. In furtherance of these objectives, the 20102020 Long-Term Incentive Plan is designed to provide equity-based incentives to such persons in the form of options (including stock appreciation rights), restricted stock, restricted stock units, dividend equivalent rights and other forms of equity based awards as contemplated by the 20102020 Long-Term Incentive Plan (collectively, "Awards"“Awards”), with eligibility for such Awards determined by the Compensation Committee.DurationDuration; Termination20102020 Long-Term Incentive Plan terminates on, and no Award will be granted under the 20102020 Long-Term Incentive Plan on or after, April 22, 2020;7, 2030; provided, however, that the Board of Directors may, at any time prior to that date, terminate the 20102020 Long-Term Incentive Plan.20102020 Long-Term Incentive Plan is administered by the Compensation Committee, which consists of two or more non-employee directors, each of whom is intended to be, to the extent required by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), a "non-employee director"“non-employee director” under Rule 16b-3 and qualify as an outside director under Section 162(m) of20102020 Long-Term Incentive Plan, the Compensation Committee does not exist, the functions of the Compensation Committee will be exercised by the Board of Directors. No member of the Compensation Committee may act as to matters under the 20102020 Long-Term Incentive Plan specifically relating to such member, and grants of Awards to a member of the Compensation Committee will be made and administered by the Board of Directors rather than the Compensation Committee. Where this summary of the 20102020 Long-Term Incentive Plan hereafter refers to the "Compensation“Compensation Committee,"” it is intended to refer to the Board of Directors in those instances where the Board of Directors rather than the Compensation Committee is responsible for the administration of the 20102020 Long-Term Incentive Plan.20102020 Long-Term Incentive Plan, to authorize the granting of Awards, to determine the eligibility of key employees, directors, officers, advisors, consultants and other personnel of the Company and its subsidiaries to receive Awards, to determine the number of shares of common stock to be covered by each Award (subject to the individual participant limitations provided in the 20102020 Long-Term Incentive Plan), to determine the terms, provisions and conditions of each Award (which may not be inconsistent with the terms of the 20102020 Long-Term Incentive Plan), to prescribe the form of instruments evidencing Awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the 20102020 Long-Term Incentive Plan or the administration or interpretation thereof. The interpretation by the Compensation Committee of any provisions of the 20102020 Long-Term Incentive Plan or an Award granted under the 20102020 Long-Term Incentive Plan will be final, conclusive and binding. The Compensation Committee, in its discretion, may in the case of Awards (including, in particular, Awards other than options) intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code, (i) establish one or more performance goals ("Performance Goals") as a precondition to the issuance or vesting of Awards, and (ii) provide, in connection with theestablishment of the Performance Goals, for predetermined Awards to those participants (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals will be based upon the criteria set forth in Exhibit A to the 2010 Long-Term Incentive Plan. The Performance Goals will be established in a timely fashion such that they are considered pre-established for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award or vesting, as applicable, of affected Awards, the Compensation Committee is required to certify that any applicable Performance Goals, and other material terms of the Award, have been satisfied. Performance Goals which do not satisfy the foregoing provisions may be established by the Compensation Committee with respect to Awards not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code.20102020 Long-Term Incentive Plan is determined by the Compensation Committee. Key employees, directors, officers, advisors, consultants and other personnel of the Company and its subsidiaries and other persons who are expected to provide significant services to the Company or its subsidiaries, including IFMI,Cohen & Company, LLC, any joint venture affiliate of the Company or its subsidiaries and employees of such persons (each a "Participant"“Participant”) are eligible to be granted Awards under the 20102020 Long-Term Incentive Plan.20102020 Long-Term Incentive Plan, including the Company'sCompany’s named executive officers, Lester R. Brafman, Daniel G. Cohen and Joseph W. Pooler, Jr. As of November 10, 2016,April 7, 2022, all of our directors (eight(five persons), executive officers (three persons) and employees of the Company and its affiliates (approximately 81116 persons) were eligible to participate in the 20102020 Long-Term Incentive Plan.our 2010the 2020 Long-Term Incentive Plan is within the discretion of the Compensation Committee, the Company cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in 20102020 Long-Term Incentive Plan. Accordingly,See “Executive Compensation — Compensation of Executive Officers, Outstanding Equity Awards at Fiscal Year-End 2021 and Compensation of Directors,” which provides information on the equity awards granted to the named executive officers in lieu of providing information regarding awards that will be received2021 under the 20102020 Long-Term Incentive Plan, the following table provides information concerning the awards that were received by the following persons and groups during 2015: (i) each named executive officer; (ii) all current executive officers, as a group; (iii) all current directors who are not executive officers, as a group; and (iv) all current employees who are not executive officers, as a group.Institutional Financial Markets, Inc.Second Amended and Restated 2010 Long-Term Incentive PlanName and PositionNumber ofShares ofRestrictedStock (#)Lester R. Brafman, Chief Executive Officer75,758Daniel G. Cohen, Vice Chairman—Joseph W. Pooler, Jr., Chief Financial Officer and Treasurer45,455Current Executive Officers as a Group121,213Non-Executive Director Group212,121Non-Executive Officer Employee Group32,25812 to our 2010the 2020 Long-Term Incentive Plan is approved at our 20162022 annual meeting of stockholders, the total number of shares of common stock awarded under the 20102020 Long-Term Incentive Plan, subject to adjustment upon certain corporate transactions or events, may not, in the aggregate, be greater than 9,080,000.1,900,000. Currently, our 2010the 2020 Long-Term Incentive Plan authorizes the issuance of up to 7,080,0001,200,000 shares of our common stock. As of November 10, 2016,April 7, 2022, of the 7,080,0001,200,000 shares of the Company'sCompany’s common stock authorized for issuance under our 2010the 2020 Long-Term Incentive Plan, there were 217,764160,924 shares available for issuance under our 2010the 2020 Long-Term Incentive Plan. In no event may any eligible person receive options for more than 3,000,000 shares on an annual basis. The maximum numbershares that may underlie Awards, other than options, granted in any one year to any eligible person may not exceed 3,000,000 shares. April 7, 2022, the per share price of the Company’s common stock was $16.49, as reported by the NYSE American.20102020 Long-Term Incentive Plan expires or terminates, the shares subject to any portion of the Award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance under the 20102020 Long-Term Incentive Plan. Unless previously terminated by the Board of Directors, no new Award may be granted under the 20102020 Long-Term Incentive Plan after April 22, 2020.20102020 Long-Term Incentive Plan"incentive“incentive stock options"options” for purposes of Section 422(b) of the Code, will be determined by the Compensation Committee. The exercise price of an option will also be determined by the Compensation Committee and reflected in the applicable Award agreement. The exercise price for each option will be not less than 100% of the Fair Market Value (as defined in the 20102020 Long-Term Incentive Plan) of the underlying stock on the day the option is granted. In the case of an incentive stock option granted to a 10% stockholder, the exercise price may not be lower than 110% of the Fair Market Value of the common stock on the date of grant. Options will be exercisable at such times and subject to such terms as determined by the Compensation Committee. Each option will be exercisable after the period or periods specified in the applicable Award agreement, which will generally not exceed ten years from the date of grant (or five years in the case of an incentive stock option granted to a 10% stockholder, if permitted under the 20102020 Long-Term Incentive Plan). An option must be exercised by the holder thereof by written notice (in the form prescribed by the Compensation Committee) to the Company or its designee specifying the number of shares to be purchased.Participant'sParticipant’s employment is terminated by the Company without cause, or because of the retirement, disability or death of the Participant, the 20102020 Long-Term Incentive Plan provides for limited periods of time in which certain options may be exercised and any options that are not exercised will be forfeited. Subject to the provisions of the applicable Award agreement, if the Participant'sParticipant’s employment is terminated for cause, all of the Participant'sParticipant’s vested and unvested options will immediately be forfeited.20102020 Long-Term Incentive Plan is nontransferable by the optionee except by will or the laws of descent and distribution of the state wherein the optionee is domiciled at the time of histhe optionee’s death; provided, however, that the Compensation Committee may (but need not) permit other transfers, where it concludes that such transferability (i) does not result in accelerated U.S. federal income taxation, (ii) does not cause any option intended to be an incentive stock option to fail to be described in Section 422(b) of the Code, (iii) complies with applicable law, including securities laws, and (iv) is otherwise appropriate and desirable. The Compensation Committee may also grant "stock“stock appreciation rights"rights” as part of (or as the exclusive way to exercise) an option.20102020 Long-Term Incentive Plan will have none of the rights of a stockholder with respect to the shares which are the subject of that option unless and until those shares are issued and outstanding as a result of the exercise of the option.Participant'sParticipant’s restricted stock, the Participant'sParticipant’s employment is terminated by the Company without cause, or because of the retirement, disability or death of the Participant, or in the event of a changeChange in controlControl of the Company (as described in greater detail below), the restrictions on all of the Participant'sParticipant’s restricted stock will immediately lapse. Except as may otherwise be provided in an applicable Award agreement, if the Participant'sParticipant’s employment is terminated for cause, or the Participant resigns fromterminates his or her employment, all of the Participant'sParticipant’s restricted stock that is still subject to restrictions will immediately be forfeited and, if the Participant paid any purchase price for the restricted stock, the Company will pay the Participant the lower of that price or the then market value of the stock on the date of termination.Company'sCompany’s common stock, or, if provided by the Compensation Committee, the right to receive the Fair Market Value of a share of common stock in excess of a base value established by the Compensation Committee at the time of grant. Each restricted stock unit will generally be settled by the transfer of one share of the Company'sCompany’s common stock. The Compensation Committee may allow the Company, or the Participant, to elect that restricted stock units be settled by the transfer of cash or shares of the Company'sCompany’s common stock. Generally, the settlement date for restricted stock units will be the first day of the month following the month in which the restricted stock units vest. The Compensation Committee may, in its discretion and under certain circumstances, permit a Participant to receive, as settlement of restricted stock units, installments over a period not to exceed 10 years. In addition, the Compensation Committee may establish a program under which distributions with respect to restricted stock units may be deferred for additional periods, any such deferrals may be subject to Section 409A of the Code.20102020 Long-Term Incentive Plan, the holder of a restricted stock unit will not have any voting, dividend or derivative or other similar rights with respect to the restricted stock unit.Dividend equivalents granted in relation to options that are intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code will be payable regardless of whether the related option is exercised. The Compensation Committee may establish a program under which amounts payable in respect of dividend equivalents may be deferred; any such deferrals may be subject to Section 409A of the Code.20102020 Long-Term Incentive Plan authorizes the granting of other Awards based upon the common stock of the Company (including the grant of securities convertible into common stock and stock appreciation rights) and interests (which may be expressed as units or otherwise) in subsidiaries, as applicable.20102020 Long-Term Incentive Plan provisions (including, without limitation, to the number and kind of shares available under the 20102020 Long-Term Incentive Plan)."Change“Change in Control"Control” of the Company (as defined in the 20102020 Long-Term Incentive Plan), the Compensation Committee may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the Change in Control, but only if the Compensation Committee determines that the adjustments do not have an adverse economic impact on the Participants (as determined at the time of the adjustments).Amendment and TerminationAmendments20102020 Long-Term Incentive Plan as it deems advisable, except that it may not amend the 20102020 Long-Term Incentive Plan in any way that would adversely affect a Participant with respect to an Award previously granted unless the amendment is required in order to comply with applicable laws; provided, however, that the 20102020 Long-Term Incentive Plan may not be amended without stockholder approval in any case in which amendment in the absence of stockholder approval would cause the 20102020 Long-Term Incentive Plan to fail to comply with any applicable legal requirement or applicable exchange or similar rule."83(b) election" (as“83(b) election” (as discussed below), there generally will be no tax consequences as a result of the grant of restricted stock until the restricted stock is no longer subject to a substantial risk of forfeiture or is transferable (free of the risk). Dividends paid on unvested shares, if retained by the grantee, will generally be treated as compensation income for U.S. federal income tax purposes (unless an 83(b) election has been made, as discussed below). Generally, when the restrictions are lifted, the holder will recognize ordinary income, and the Company will be entitled to a deduction equal to the difference between the fair market value of the stock at that time and the amount, if any, paid by the holder for the restricted stock. This amount of income will be subject to income tax withholding and employment taxes. Subsequently realized changes in the value of the stock generally will be treated as long-term or short-term capital gain or loss, depending on the length of time the shares are held prior to disposition of the shares. In general terms, if a holder makes an 83(b) election (under Section 83(b) of the Code) upon the award of restricted stock, the holder will recognize ordinary income on the date of the award of restricted stock, and the Company will be entitled to a deduction equal to (a) the fair market value of the restricted stock as though the stock were (1) not subject to a substantial risk of forfeiture or (2) transferable, minus (b) the amount, if any, paid for the restricted stock. If an 83(b) election is made, there will generally be no tax consequences to the holder upon the lifting of restrictions, and all subsequent appreciation in the restricted stock generally would be eligible for capital gains treatment. In the event of a forfeiture after an 83(b) election is made, no deduction or loss will be available, other than with respect to amounts actually paid for the stock.(i.e.(i.e., at the time the restricted stock units have vested). Generally, when the restrictions are lifted, the holder must recognize ordinary income, and the Company will be entitled to a deduction equal to the difference between the fair market value of the grant at that time, minus the amount paid for the grant (if any). This amount of income will be subject to income tax withholding and employment taxes. For grants that are settled in actual shares, the employee'semployee’s tax holding period begins at the time of distribution (which may or may not coincide with vesting), and the holder'sholder’s tax basis is equal to the amount paid for the stock plus the amount included as ordinary income. Subsequently realized changes in the value of the stock generally will be treated as long-term or short-term capital gain or loss, depending on the length of time the shares are held prior to disposition of the shares.Deductibility of Executive Compensation Under Section 162(m) of the Internal Revenue Code Section 162(m) of the Code sets limits on the deductibility of compensation in excess of $1,000,000 paid by publicly held companiesCertain Persons In Matters to certain employees (the "million dollar cap"). The Internal Revenue Service has also issued Treasury Regulations which provide rules for the application of the "million dollar cap" deduction limitations. Income which is treated as "performance-based compensation" under these rules will not be subjectBe Acted Uponthe limitation on deductibility imposed by Section 162(m) of the Code. The 2010 Long-Term Incentive Plan has been designed to permit option grants to qualifyreceive awards under the performance-based compensation rules so that income of a grantee attributable to the exercise of a nonqualified option may be exempt from the million dollar cap limits on deduction by us. The 2010 Long-Term Incentive Plan's provisions are consistent with the performance-based compensation rules, so that if the Compensation Committee consists exclusively of members of the Board of Directors who qualify as "outside directors" as defined in the regulations promulgated under Section 162(m), the compensation income arising on exercise of those options should qualify as performance-based compensation which is deductible by us even if that income would be in excess of the otherwise applicable limits on deductible compensation income under Section 162(m). The 2010 Long-Term Incentive Plan also permits, but does not require, the grant of performance-based restricted stock awards, which would be subject to performance-based vesting provisions established by the Compensation Committee consistent with the terms of the 20102020 Long-Term Incentive Plan. The compensation income recognized as a result of such grants by a grantee would also qualify as performance-based compensation whichDirectors and executive officers may therefore, be exemptbenefit from the million dollar cap limits on deductions we may take. The general federal income tax principles discussed above are highly complex and subject to changes which may be brought about by subsequent legislation or by regulations and administrative rulings which may be applied on a retroactive basis. You may also be subject to state and local and/or foreign taxes with respect to option grants, option exercises and the subsequent holding and dispositionpayment of shares you acquire on the exercise of an option or pursuant to a restricted award. Accordingly, you should refer to the applicable tax laws of the relevant jurisdictions to determine the tax consequences of your receipt ofequity-based awards under any applicable state, local or foreign law. You should consult your own tax advisor in connection with the tax consequences of the grant and exercise of any option received under the 20102020 Long-Term Incentive Plan, the receipt of a restricted stock or restricted stock unit award (or the receipt of shares pursuant to such awards), the receipt of dividend equivalent rights, or other equity-based awards as well as the subsequent holding and disposition of shares received in connection with an award.12 TO THE SECOND AMENDED AND RESTATED 20102020 LONG-TERM INCENTIVE PLAN. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES SOLICITED IN CONNECTION WITH THIS PROXY STATEMENT WILL BE VOTEDFOR APPROVAL OF AMENDMENT NO. 12 TO THE SECOND AMENDED AND RESTATED 20102020 LONG-TERM INCENTIVE PLAN.INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON If Proposal Two (approval of Amendment No. 1 to the 2010 Long-Term Incentive Plan) is approved by our stockholders, then the number of shares of the Company's common stock authorized for issuance under the 2010 Long-Term Incentive Plan will increase from 7,080,000 shares to 9,080,000 shares. Our directors and executive officers are eligible to receive awards under the 2010 Long-Term Incentive Plan. Accordingly, our directors and executive officers may benefit from the payment of equity-based awards under the 2010 Long-Term Incentive Plan. Members of our Board collectively own approximately 43.6% of the aggregate common stock and Series E Preferred Stock outstanding and will vote such shares in favor of Proposal Two (see "Share Ownership of Certain Beneficial Owners and Management" below for additional details regarding the voting securities in the Company beneficially owned by our directors and executive officers).
PROPOSAL THREE—THREE — APPROVAL, ON AN ADVISORY BASIS, OF COMPENSATION
OF THE
NAMED EXECUTIVE OFFICERSSEC'sSEC’s rules. At our 2019 Annual Meeting, the Board of Directors recommended, and the stockholders approved on an advisory (non-binding) basis, that future advisory votes on named executive compensation occur once every three years. The next advisory vote to approve our named executive compensation will occur at the 2025 Annual Meeting, unless the Board of Directors modifies its policy on the frequency of holding such advisory votes. Details regarding such compensation may be found below under the heading "Executive Compensation"“Executive Compensation” below."say“say on pay"pay” proposal, which gives stockholders the opportunity to approve or not approve the Company'sCompany’s compensation program for its named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, by voting for or against the resolution set forth below. While our Board of Directors intends to carefully consider the stockholder vote resulting from this proposal,Proposal Four, the final vote of our stockholders on this Proposal Three will not be binding on the Company or the Board of Directors and is advisory in nature. The Company submits the following proposal:"Company'sCompany’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby APPROVED."Company'sCompany’s executive compensation programs are designed to attract, motivate and retain talented executives. In addition, the programs are structured to create an alignment of interests between the Company'sCompany’s executive officers and the Company’s stockholders. The Board of Directors and the Compensation Committee monitor executive compensation programs and adopt changes to reflect the competitive market in which the Company competes for talent, as well as general economic, regulatory and legislative developments affecting executive compensation. The Compensation Committee will continue to emphasize compensation arrangements that align the financial interests of our executives with the interests of long-term stockholders. Accordingly, we believe that the Company'sCompany’s executive compensation programs are appropriately designed and work to ensure that management'smanagement’s interests are closely aligned with stockholders'stockholders’ interests to create long-term value. Please refer to the section entitled "Executive Compensation"“Executive Compensation” of this proxy statement for additional detail regarding the Company'sCompany’s executive compensation.Company'sCompany’s named executive officers in 20142020 and 2015.2021: Summary Compensation Table Name and Principal Position Year
($)
($)
Awards
($)(1)
Awards
($)
Incentive Plan
Compensation
($)
Deferred
Compensation
Earnings ($)
Compensation
($)(2)
($) Lester R. Brafman 2021 630,000 5,500,000 4,586,673(6) — — — 1,754,559(12) 12,471,232 2020 630,000 2,120,000 3,995,530(7) — — 1,124,000 1,994,559(13) 9,864,089 2021 630,000 5,500,000 4,586,673(8) — — — 1,754,510(12) 12,471,183 2020 630,000 1,520,000 3,995,530(9) — — 1,967,000 1,996,798(13) 10,109,328 Joseph W. Pooler, Jr. 2021 463,000 1,413,665 254,665(10) — — — 290,618 2,421,948 2020 441,000 775,860 185,400(11) — — — 320,889 1,723,149 Summary Compensation Table Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Non-Qualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($)(2) Total
($) 2015 600,000 400,000 125,000 (6) — — — 875 1,125,875 2014 600,000 400,000 125,001 (7) — — — 793 1,125,794
2015
600,000
—
—
—
—
—
8,593
608,593 2014 600,000 147,605 — — — — 8,511 756,116
2015
420,000
170,000
75,000
(6)
—
—
—
8,593
673,593 2014 420,000 170,000 75,001 (7) — — — 8,511 673,512 stock optionrestricted unit award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("(“FASB ASC Topic 718"718”). The assumptions used in the calculations of these amounts are included in note 20Note 3R. (Equity-Based Compensation) to the Company'sCompany’s audited financial statements for the year ended December 31, 20152021 attached to our Annual Report on Form 10-K for the year ended December 31, 2015, as amended2021, filed with the SEC on March 9, 2022 (the "2015“2021 Form 10-K"10-K”). Amounts do not correspond to the actual value that may be recognized by the named executive officer.(2)(3)IFMI,Cohen & Company, LLC from June 3, 2013 until September 16, 2013.(4)Company'sPresident and Chief Executive of the Company’s European Business. Mr. Cohen served as Vice Chairman of the Board of Directors and of the boardBoard of managersManagers of IFMI,Cohen & Company, LLC President and Chief Executive of the Company's European Business, and President of CCFL.from September 16, 2013 to February 21, 2018. Mr. Cohen served as the Chief Executive Officer and Chief Investment Officer of the Company from December 16, 2009 to September 16, 2013 and as the Chairman of the Board of Directors from October 6, 2006 to September 16, 2013. In addition, Mr. Cohen served as the Chairman of the boardBoard of managersManagers of IFMI,Cohen & Company, LLC from 2001 to September 16, 2013, as the Chief Investment Officer of IFMI,Cohen & Company, LLC from October 2008 to September 16, 2013, and as Chief Executive Officer of IFMI,Cohen & Company, LLC from December 16, 2009 to September 16, 2013.(5)Company'sCompany’s Executive Vice President and Chief Financial Officer and Treasurer since December 16, 2009.(6)February 12, 2016, 154,321October 28, 2021, 2,000,000 restricted LLC Units were awarded to Mr. Brafman in the interest of retention. The grant date fair value per LLC Unit was $2.12. These LLC Units were awarded under the 2020 Long-Term Incentive Plan. One-fifth of these LLC Units will vest and be delivered toand 92,593 restricted sharesin the interest of our common stock were awarded to Mr. Pooler, in each case based on their respective performance in 2015 (as more fully discussed below).retention. The grant date fair value per share of these restricted shares was $0.81.$18.17. These restricted shares were awarded under the Company's 20102020 Long-Term Incentive Plan. With regard to both such awards, the restrictions expire with respect to one-halfOne-fifth of these restricted shares vested and were delivered to Mr. Brafman on January 31, 20172022 and with respect to the remaining one-halfone-fifth of these restricted shares will vest and be delivered to Mr. Brafman on each of January 31, 2018,2023, January 31, 2024, January 31, 2025 and January 31, 2026, in each case, so long as Mr. Brafman or Mr. Pooler, as applicable, is then employed by the Company or any of its subsidiaries.(7)Effective12, 2015, 75,7583, 2021, 19,500 restricted shares of our common stock were awarded to Mr. Brafman and 45,455 restricted shares of our common stock were awarded to Mr. Pooler, in each case based on their respectivehis performance in 2014 (as more fully discussed below).2020. The grant date fair value per share of these restricted shares was $1.65.$18.54. These restricted shares were awarded under the 20102020 Long-Term Incentive Plan. With regardOne-half of these restricted shares vested and were delivered to bothMr. Brafman on January 31, 2022 and one-half of these restricted shares will vest and be delivered to Mr. Brafman on January 31, 2023 so long as Mr. Brafman is then employed by the Company or any of its subsidiaries.awards,LLC Units at any time for, at the Company’s option, cash or one share of common stock for every ten such LLC Units.20162022 and will expire with respect to the remaining one-halfhalf of these restricted shares on January 31, 2017,2023, so long as Mr. Brafman or Mr. Pooler as applicable, is then employed by the Company or any of its subsidiaries. In June 2014, after consultationestablished performance targets for 2014determined that 2021 incentive plan compensation.compensation would be based on a targeted metric equal to the 2020 adjusted pre-tax income of $10.5 million (which excluded the impact of the Insurance SPAC, goodwill impairment, and expense related to the deferred compensation granted in 1Q20 in excess of amount budgeted). The 2021 adjusted pre-tax income performance was to be measured excluding the impact of all Company sponsored SPACs on the P&L. The targeted 20142021 cash bonuses for the Company's executivesMessrs. Brafman, Cohen and Pooler were set at 150% of base salary,$2,500,000, $2,500,000 and $750,000, respectively, while the targeted equity bonuses for such executives were set at 25%55%, 55% and 40% of salary.base salary, respectively. Subject to the Compensation Committee'sCommittee’s review of the Company’s performance compared to the targeted metric, and at the Compensation Committee’s discretion, 50% of performance-based bonuses would be discretionary, based on the Company’s performance, each executive'sexecutive’s respective performance and other qualitative achievements in 2014, and the remaining 50% would be based on a funds from operations metric, which is equivalent to operating income plus depreciation and amortization, plus equity based compensation expense, minus cash interest expense (this performance-based bonus metric excluded consideration of the funds from operations from the Company's European operations in light of the pending sale of such business operations to C&Co Europe Acquisition LLC, an entity controlled by Daniel G. Cohen (see "Certain Relationships and Related Party Transactions—Sale of European Operations to C&Co Europe Acquisition LLC" below for additional information regarding the sale of the Company's European operations)). No executive officer other than Messrs. Brafman and Pooler had any role in determining or recommending the amount or form of 2014 executive officer compensation. As reflected under "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table above, Messrs. Brafman and Pooler were awarded performance-based bonus awards in the amounts of $400,000 and $170,000, respectively, for their performance in 2014. The Compensation Committee limited Messrs. Brafman's and Pooler's respective performance-based bonuses to the amounts paid based partially upon the Company's micro-market capitalization, despite the favorable 2014 results of operations for the funds from operations metric. In determining such performance-based bonuses, the Compensation Committee considered the targeted performance metric that was achieved in 2014, as well as qualitative achievements such as Messrs. Brafman's and Pooler's respective roles during 2014 in connection with the following:•The merger of the Company's two registered broker-dealer subsidiaries, C&Co/PrinceRidge LLC (formerly known as The PrinceRidge Group LLC) and JVB, into a single broker-dealer subsidiary;•The closing in February 2014 of the sale of all of the Company's interests in the Star Asia Group (which included the Company's 28% interest in Star Asia Finance, Limited; 100% interest in Star Asia Management Ltd.; 2.2% interest in Star Asia Japan Special Situations LP; 33.3% interest in Star Asia Advisors, Ltd.; 33.3% interest in Star Asia Partners Ltd.; and 33.3% interest in Star Asia Capital Management, LLC).;•The negotiations regarding the pending sale of the Company's European operations;•The Company's continued focus on cost savings and the related results; and•Enhancements to the Company's broker-dealer operations. As reflected under "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table above, Mr. Cohen was awarded a performance-based bonus award in the amount of $147,605, which represents an amount equal to 25% of the aggregate net income of the European Business (as defined in the "Cohen Employment Agreement," which is described in greater detail below) in 2014. This amount was paid in accordance with the Cohen Allocations (as defined below) which Mr. Cohen is entitled to receive under the Cohen Employment Agreement. In February 2015, the Board of Directors, upon the Compensation Committee's recommendation, unanimously approved the compensation for each executive officer for 2014. The Compensation Committee did not establish performance targets for 2015 incentive plan compensation. Rather, in February 2016, Mr. Brafman recommended to the Compensation Committee the amount and form of the cash bonuses and equity compensation for himself and Mr. Pooler with respect to 2015 performance. As reflected under "Bonus" in the Summary Compensation Table above, Messrs. Brafman and Pooler were awarded discretionary cash bonus awards in the amounts of $400,000 and $170,000, respectively, for their performance in 2015. As reflected under "Stock Awards" in the Summary Compensation Table above, Messrs. Brafman and Pooler were awarded discretionary restricted stock awards with grant date fair values equal to $125,000 and $75,000, respectively, for their performance in 2015. In determining such amounts and awards, the Compensation Committee considered Messrs. Brafman's and Pooler's respective roles during 2015 in connection with the following:•The growth and profitability of the Company's US Capital Markets segment as a whole;•The growth and profitability of the Mortgage Group within the Company's US Capital Markets segment;•A year over year reduction in non-compensation operating expenses (excluding depreciation and amortization) of $2.8 million or 12%; and•Significant support provided to the special committee of the Board of Directors, and the full Board of Directors in connection with several strategic matters considered during 2015. Also in determining such amounts the Compensation Committee considered certain unusual and nonrecurring unfavorable impacts on the Company's operating results during the year. In light of the contractual incentive compensation provisions (as described below) under the Cohen Employment Agreement, the Compensation Committee determined not to award any discretionary cash bonus or equity compensation to Mr. Cohen with respect to his 2015 performance.2021. No executive officer other than Mr. Brafman had any role in determining or recommending the amount or form of 20152021 executive officer or director compensation.2016,2021;Committee'sCommittee’s recommendation, unanimously approved the compensation for each executive officer for 2015.201520212015.2021: Option Awards Stock Awards Name
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Incentive
Plan
Awards;
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Exercise
Price ($)
Expiration
Date
Shares of
Stock or
Units That
Have Not
Vested (#)
Value of
Shares of
Stock or
Units That
Have Not
Vested ($) (1)
Incentive
Plan
Awards;
Number
of
Unearned
Shares,
Units
or Other
Rights
That
Have Not
Vested (#)
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($) Lester R. Brafman — — — — — 6,901,504 — — Joseph W. Pooler, Jr. — — — — — 34,160(3) 505,910 — — Daniel G. Cohen — — — — — 4,660,040(4) 6,901,519 — — Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Equity
Incentive
Plan Awards;
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) Option
Exercise
Price ($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested (#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(1) Equity
Incentive
Plan Awards;
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($) — 500,000 (3) — 3.00 11/30/2018 — — — — — 500,000 (4) — 3.00 11/30/2018 — — — — 666,666 333,334 (4) — 4.00 11/30/2018 — — — — 666,666 333,334 (4) — 5.00 11/30/2018 — — — — — — — — — 75,758 87,879 — —
107,143
(2)
—
—
4.00
02/13/2019
—
—
—
— — — — — — 45,455 52,728 — — indicatedinto which restricted units of membership interests in Cohen &Company'sCompany’s common stock ($1.16)14.81) as reported by the NYSE MKTAmerican on December 31, 2015.2021.(2)Effective February 13, 2014 (the "Pooler Grant Date"),CompanyCompany’s common stock and 2,210,990 restricted LLC Units.Pooler a Non-Qualified Stock Option AwardBrafman under the Company’s 2010 Long-Term Incentive Plan, as amended (the "Pooler Award"“2010 Long-Term Incentive Plan”). Details regarding the option on February 13, 2020 and which vested on January 31, 2022; (ii) 200,000 restricted shares of common stock which were granted to Mr. Pooler (the "Pooler Option") pursuantBrafman under the 2020 Long-Term incentive Plan on October 22, 2020, 40,000 of which vested on January 31, 2022 and 40,000 shares of the remaining 160,000 restricted shares will vest on each of January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026, in each case, so long as Mr. Brafman is then employed by the Company or any of its subsidiaries; and (iii) 19,500 restricted shares of common stock which were granted to Mr. Brafman under the Pooler Award areCompany’s 2020 Long-Term Incentive Plan on February 3, 2021, half of which vested on January 31, 2022 and the remaining half of which will vest on January 31, 2023 so long as follows:Mr. Brafman is then employed by the Company or any of its subsidiaries.(3) Vesting Schedule Exercise Price Grant Date Fair
Value Per
Underlying Share Option vested with respect to 53,571 shares on December 31, 2014 and with respect to the remaining 53,572 shares on December 31, 2015. $ 4.00 $ 0.70 grant date fair value was determined using the following assumptions in the Black Scholes valuation model:restricted shares of common stock consist of: (i) expected volatility—68.1%; (ii) expected dividends—3.29%; (iii) expected life—3.5 years; and (iv) risk free interest rate—0.74%.The8,660 restricted shares awarded to Mr. Pooler Option was awarded under the 2010 Long-Term Incentive Plan and expires on the fifth anniversary of theFebruary 13, 2020, which shares vested on January 31, 2022; (ii) 10,000 restricted shares awarded to Mr. Pooler Grant Date, subject to earlier expiration or termination of the options as provided under the Pooler Award2020 Long-Term Incentive Plan on February 3, 2021, half of which will vest on January 31, 2022 and the remaining half of which will vest on January 31, 2023, in each case, so long as Mr. Pooler is then employed by the Company or any of its subsidiaries; and (iii) 15,500 restricted shares awarded to Mr. Pooler under the 2020 Long-Term Incentive Plan on December 20, 2021, of which one-third will vest on each of January 31, 2023, January 31, 2024 and January 31, 2025, in each case, so long as Mr. Pooler is then employed by the Company or any of its subsidiaries.Plan.The Pooler Option wasPlan on February 13, 2020 and which vested and were delivered to Mr. Cohen on January 31, 2022; (ii) 2,000,000 restricted LLC Units which were granted to Mr. Pooler basedCohen under the 2020 Long-Term incentive Plan on his performanceOctober 22, 2020, 400,000 of which vested and were delivered to Mr. Cohen on January 31, 2022 and 400,000 units of the remaining 1,600,000 restricted units will vest and be delivered to Mr. Cohen on each of January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026, in 2013.Tableeach case, so long as Mr. Cohen is then employed by the Company or any of Contents(3)Effective November 30, 2013 (the "Brafman Grant Date"), the Companyits subsidiaries; and (iii) 195,000 restricted LLC Units which were granted to Mr. Brafman a Non-Qualified Stock Option Award (the "Initial Award"),Cohen under the detailsCompany’s 2020 Long-Term Incentive Plan on February 3, 2021, half of which arevested and were delivered to Mr. Cohen on January 31, 2022 and the remaining half of which will vest and be delivered to Mr. Cohen on January 31, 2023 so long as follows: Vesting Schedule Exercise Price Grant Date
Fair Value
Per Underlying
Share Option vests on November 30, 2016. $ 3.00 $ 0.83
Company or any of its subsidiaries. FollowingThe grant date fair values were determined usingMr. Cohen is then employed by the following assumptions in the Black Scholes valuation model: (i) expected volatility—68.5%; (ii) expected dividends—3.49%; (iii) expected life—4.0 years; andCompany or any of its subsidiaries; (iv) risk free interest rate—0.96%.All of the options2,000,000 restricted LLC Units granted to Mr. Brafman pursuant to the Initial Award were grantedCohen under the 20102020 Long-Term Incentive Plan.The options granted underPlan on October 28, 2021, one-fifth of which will vest and be delivered to Mr. Cohen on each of January 31, 2023, January 31, 2024, January 31, 2025, January 31, 2026 and January 31, 2027, in each case, so long as Mr. Cohen is then employed by the Initial Award expire on the fifth anniversaryCompany or any of the Brafman Grant Date, subject to earlier expiration or termination of the options as provided under the Initial Awardits subsidiaries; and the 2010 Long-Term Incentive Plan.(4)Effective on the Brafman Grant Date, the Company(v) 211,000 restricted LLC Units which were granted to Mr. Brafman a second Non-Qualified Stock Option Award (the "Second Award"Cohen under the 2020 Long-Term Incentive Plan on December 20, 2021, one-third of which will vest and together with the Initial Award, the "Brafman Options"). Details regarding the three options grantedbe delivered to Mr. Brafman pursuant toCohen on each of January 31, 2023, January 31, 2024 and January 31, 2025, in each case, so long as Mr. Cohen is then employed by the Second Award are as follows: Vesting Schedule Exercise Price Grant Date
Fair Value
Per Underlying
Share Option vests on November 30, 2016. $ 3.00 $ 0.83 Option vested with respect to 333,333 shares on November 30, 2014 and with respect to 333,333 shares on November 30, 2015 and will vest with respect to 333,334 shares on November 30, 2016. $ 4.00 $ 0.69 Option vested with respect to 333,333 shares on November 30, 2014 and with respect to 333,333 shares on November 30, 2015 and will vest with respect to 333,334 shares on November 30, 2016. $ 5.00 $ 0.59 The grant date fair values were determined using following assumptions in the Black Scholes valuation model: (i) expected volatility—68.5%; (ii) expected dividends—3.49%; (iii) expected life—4.0 years;vesting and (iv) risk free interest rate—0.96%.Alldelivery of the options grantedapplicable LLC Units described in this paragraph, Mr. Cohen will be able to Mr. Brafman pursuantcause Cohen & Company, LLC to redeem such LLC Units at any time for, at the Second Award were granted under the 2010 Long-Term Incentive Plan.The options granted under the Second Award expire on the fifth anniversaryCompany’s option, cash or one share of the Brafman Grant Date, subject to earlier expiration or termination of the options as provided under the Second Award and the 2010 Long-Term Incentive Plan.IFMI,Cohen & Company, LLC entered into an Employment Agreement with Mr. Brafman (the "Brafman“Brafman Employment Agreement"Agreement”). The Brafman Employment Agreement expired pursuant to its own terms on December 31, 2014. Mr. Brafman does not currently have an employment agreement with the Company.IFMI,Cohen & Company, LLC.Brafman'sBrafman’s minimum base salary was $600,000 per annum. In addition, the Compensation Committee could periodically review Mr. Brafman'sBrafman’s base salary and provide for such increases as it deemed appropriate, in its discretion.IFMI,Cohen & Company, LLC ending during the term, Mr. Brafman had the opportunity to receive an annual bonus in an amount and on such terms as were to be determined by the Compensation Committee. The Compensation Committee also had the discretion to grant Mr. Brafman other bonuses in such amounts and on such terms as it determined, in its discretion. The foregoing did not limit Mr. Brafman'sBrafman’s eligibility to receive any other bonus under any other bonus plan, stock option or equity-based plan, or other policy or program of the Company or IFMI,Cohen & Company, LLC.IFMI,Cohen & Company, LLC in which he was eligible to participate, and could be granted, in accordance with any such plan, options to purchase units of membership interest of IFMI, LLC Units, options to purchase shares of the Company'sCompany’s common stock, shares of restricted stock and/or other equity awards in the discretion of the Compensation Committee. The Brafman Employment Agreement also provided that Mr. Brafman was entitled to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and other benefits and perquisites that were available to other senior executives of IFMI,Cohen & Company, LLC generally, in each case to the extent that Mr. Brafman was eligible under the terms of such plans or programs. Vice Chairman of the Board of Directors and of the Board of Managers of IFMI,Cohen & Company, LLC, President and Chief Executive of the Company'sCompany’s European Business, and President of CCFLOperationsin connection with the CBF Purchase Agreement, Mr. Cohen entered into anthe Amended and Restated Employment Agreement (the "Cohen“Cohen Employment Agreement"Agreement”) with, dated as of May 9, 2013, among the Company and IFMI,Cohen & Company, LLC, and, solely for purposes of Sections 6.4 and 7.5 thereof, JVB and J.V.B. Financial Group Holdings (formerly known as C&Co/PrinceRidge Holdings LP and as PrinceRidge Holdings LP). Under the Cohen Employment Agreement, Mr. Cohen serves as Vice Chairman of the Board of Directors, Vice Chairman of the board of managers of IFMI, LLC, President and Chief Executive of the "European Business" (as defined in the Cohen Employment Agreement), and President of CCFL.one yearone-year period at such time and will continue to be renewed for additional one yearone-year periods at the end of any renewed term unless terminated by the parties in accordance with the terms of the Cohen Employment Agreement.IFMI,Cohen & Company, LLC of at least $600,000 annually (the "Current“Current Guaranteed Payment"Payment”), and will be entitled to receive the following allocations (collectively, "Cohen Allocations"“Cohen Allocations”)Company'sCompany’s non-European broker-dealers during each semi-annual calendar period as determined in accordance with GAAP."European“European Business Annual Allocation Cap"Cap”), the Compensation Committee may, in its sole discretion and at any time prior to the payment of such allocation, reduce the amount of or totally eliminate any such allocation to the extent such allocation is in excess of the European Business Annual Allocation Cap.IFMI,Cohen & Company, LLC in which he is eligible to participate, and may, without limitation, be granted in accordance with any such plan options to purchase unitsLLC Units, shares of membership interests in IFMI, LLC, shares ofthe Company’s common stock and other equity awards in the discretion of the Compensation Committee."Prior“Prior Period Allocations"Allocations”)) earned and accrued, but not yet paid, under the Cohen Employment Agreement prior to the date of termination; (b) a single-sum payment equal to the Current Guaranteed Payment that would have been paid to him for the remainder of the year in which the termination occurs; (c) a single-sum payment equal to (x) the allocations for the period in which the termination occurs to which he would have been entitled if a termination had not occurred in such period, multiplied by (y) a fraction (1) the numerator of which is the number of days in such period preceding the termination and (2) the denominator of which is the total number of days in such period. In addition, in the event Mr. Cohen is terminated by the Company due to his death or disability, all outstanding unvested equity based awards (including, without limitation, stock options and restricted stock) held by Mr. Cohen will fully vest and become immediately exercisable, as applicable, subject to the terms of such awards."Good Reason" (as“Good Reason” (as defined in the Cohen Employment Agreement) or the Company terminates his employment for "Cause" (as“Cause” (as defined in the Cohen Employment Agreement), Mr. Cohen will only be entitled to any Current Guaranteed Payment and other benefits earned and accrued, but unpaid, prior to the date of termination.IFMI,Cohen & Company, LLC terminates the Cohen Employment Agreement by not renewing the term of the Cohen Employment Agreement as provided therein, then Mr. Cohen will be entitled to receive (a) a single-sum payment equal to accrued but unpaid Current Guaranteed Payment and other benefits (including any Prior Period Allocations earned by Mr. Cohen),; (b) a single-sum payment of an amount equal to three times (1) the average of the Current Guaranteed Payment amounts paid to Mr. Cohen over the three calendar years prior to the date of termination, (2) if less than three years have elapsed between the date of the Cohen Employment Agreement and the date of$3,000,000,$1,000,000, then Mr. Cohen will receive a single-sum payment of $3,000,000$1,000,000 in lieu of such amount (the "Minimum“Minimum Severance Amount"Amount”); and (c) a single-sum payment equal to the allocations for the period in which the termination occurs to which he would have been entitled if a termination had not occurred in such period, multiplied by a fraction (x) the numerator of which is the number of days in such period preceding the termination and (y) the denominator of which is the total number of days in such period. In addition, if Mr. Cohen terminates his employment with Good Reason, or the Company terminates his employment without Cause, or the Company or IFMI,Cohen & Company, LLC terminates the Cohen Employment Agreement by not renewing the term of the Cohen Employment Agreement as provided therein, then all outstanding unvested equity based awards (including, without limitation, stock options and restricted stock) held by Mr. Cohen will fully vest and become immediately exercisable, as applicable, subject to the terms of such awards."Change“Change of Control" (asControl” (as defined in the Cohen Employment Agreement) of the Company, all of Mr. Cohen'sCohen’s outstanding unvested equity-based awards become fully vested and immediately exercisable, as applicable. With respect to a Change of Control transaction, if Mr. Cohen remains with the Company through the first anniversary of a Change of Control, but leaves the Company within six months thereafter, such termination will be treated as a termination for Good Reason, and Mr. Cohen will be entitled to the compensation set forth in the preceding paragraph."parachute payment" (as“parachute payment” (as defined in Section 280G of the Code), alone or when added to any other amount payable or paid to or other benefit receivable or received by Mr. Cohen, which is deemed to constitute a parachute payment and would result in the imposition of an excise tax under Section 4999 of the Code, then the parachute payments shall be reduced (but not below zero) so that the maximum amount is $1.00 less than the amount which would cause the parachute payments to be subject to the excise tax. However, if the reduction of the parachute payments is equal to or greater than $50,000, then there will not be any reduction and the full amount of the parachute payment will be payable to Mr. Cohen.Cohen'sCohen’s employment is terminated by the Company for Cause, by Mr. Cohen without Good Reason, or by Mr. Cohen as a result of not renewing the Cohen Employment Agreement, Mr. Cohen will be restricted for a period of six months after the end of the term of the Cohen Employment Agreement in his ability to engage in certain activities that are competitive with the Company'sCompany’s sales and trading of fixed income securities or investment banking activities in any European country in which the Company or any of its controlled affiliates operates (each a "Competing Business"“Competing Business”), provided, however, that Mr. Cohen may serve as a member of the board of directors or equivalent position of any corporation or other company that is a Competing Business, provided, further, that Mr. Cohen is obligated to recuse himself from any discussion in such position if it raises a conflict of interest with respect to Mr. Cohen'sCohen’s duties to the Company or adversely affects the Company. In addition, for a period of six months following the end of the term of the Cohen Employment Agreement, regardless of the reason the term of the Cohen Employment Agreement ends, Mr. Cohen is prohibited under certain circumstances from soliciting the Company'sCompany’s employees, customers and clients. As described in greater detail below, ona definitive agreement (the "Europeanthe “European Sale Agreement")Agreement” to sell the Company'sCompany’s European operations to C&Co Europe Acquisition LLC, an entity controlled by Mr. Cohen (see "Certain Relationships and Related Party Transactions—Sale of European Operations to C&Co Europe Acquisition LLC" below for additional information regarding the sale of the Company's European operations).Cohen. On June 30, 2015, the parties to the European Sale Agreement agreed, among other things, that if the transaction contemplated thereby was terminated in accordance with its terms prior to the closing, then the Cohen Employment Agreement would be automatically amended (the "Employment“Employment Agreement Amendment"Amendment”) to provide that if Mr. Cohen'sCohen’s employment was terminated by IFMI,Cohen & Company, LLC without "Cause"“Cause” or by Mr. Cohen with "Good Reason" (as“Good Reason” (as such terms are defined in the Cohen Employment Agreement), the Minimum Severance Amount would be reduced from $3,000,000 to $1,000,000.Pooler'sPooler’s Employment Agreement, dated May 7, 2008 and amended on February 20, 2009, and February 18, 2010 (collectively,and February 3, 2021 (as so amended, the "Pooler Agreement"“Pooler Agreement”), provides for a minimum salary of $400,000 per annum through December 31, 2010. Mr. Pooler'sPooler’s base salary for fiscal years after 2010 will bePooler'sPooler’s salary to $420,000 per year."Good Reason" (as“Good Reason” (as defined in the Pooler Agreement), the Company terminates his employment without "Cause" (as“Cause” (as defined in the Pooler Agreement), or the Company chooses not to renew the Pooler Agreement at its expiration, Mr. Pooler will be entitled to (a) any base salary and other benefits earned and accrued prior to the date of termination; (b) a single-sum payment equal to three times (x) the averageMr. Pooler’s annual salary in effect as of the base salary amounts paid to Mr. Pooler over the three calendar years prior to the date of termination, (y) if less than three years have elapsed between the date of the Pooler Agreement and the date of termination, the highest base salary paid to Mr. Pooler in any calendar year prior to the date of termination, or (z) if less than 12 months have elapsed from the date of the Pooler Agreement to the date of termination, the highest base salary received in any month times 12;December 31, 2020; (c) all of his outstanding unvested equity-based awards becoming fully vested and immediately exercisable, as applicable, subject to the terms of such awards; (d) payment for outplacement assistance appropriate for Mr. Pooler'sPooler’s position for a period of one year following termination, such services not to exceed $25,000; and (e) continued family coverage, without incremental cost, in Company sponsored health and dental plans at then-current cost for a period of nine months."Change“Change of Control" (asControl” (as defined in the Pooler Agreement), all of Mr. Pooler'sPooler’s outstanding unvested equity-based awards become fully vested and immediately exercisable, as applicable, subject to the terms of such awards. If Mr. Pooler terminates his employment within the twelve-month period following a Change of Control, such termination will be treated as a termination for "Good Reason"“Good Reason” so long as Mr. Pooler makes himself available to provide transition services to the Company, at the request of the Company, for up to twelve months following the Change of Control."parachute payment" (as“parachute payment” (as defined in Section 280G of the Code), alone or when added to any other amount payable or paid to or other benefit receivable or received by Mr. Pooler, which is deemed to constitute a parachute payment and would result in the imposition of an excise tax under Section 4999 of the Code, then the parachute payments shall be reduced (but not below zero) so that the maximum amount is $1.00 less than the amount which would cause the parachute payments to be subject to the excise tax. However, if the reduction of the parachute payments is equal to or greater than $50,000, then there will not be any reduction and the full amount of the parachute payment will be payable to Mr. Pooler."Good Reason"“Good Reason” termination that was available to Mr. Pooler pursuant to the terms of his original employment agreement as a result of the closing of a transaction pursuant to which IFMI,Cohen & Company, LLC became a majority owned subsidiary of the Company. The Pooler Agreement also acknowledges that Mr. Pooler'sPooler’s equity-based awards in IFMI,Cohen & Company, LLC became fully vested and immediately exercisable as of December 16, 2009, the date of the closing of the transaction pursuant to which IFMI,Cohen & Company, LLC became a majority owned subsidiary of the Company.Pooler'sPooler’s employment with IFMI,Cohen & Company, LLC, and the period ending one year following the termination of his employment with IFMI,Cohen & Company, LLC, Mr. Pooler may not,IFMI,Cohen & Company, LLC or its affiliates to leave the employ of IFMI,Cohen & Company, LLC or such affiliates, or in any way interfere with the relationship between IFMI,Cohen & Company, LLC and any of its affiliates and any employee thereof, or (b) hire any person who was anIFMI,Cohen & Company, LLC or any of its affiliates or subsidiaries within 180 days after such person ceased to be an employee of IFMI,Cohen & Company, LLC or any of its affiliates.uponUpon Termination or Change in ControlCompany'sCompany’s Cash Bonus PlanInstitutional Financial Markets,Cohen & Company Inc. (formerly Alesco Financial Inc.) Cash Bonus Plan (the "Company's Cash“Cash Bonus Plan"Plan”), which was approved by stockholders on December 15, 2009. The purpose of the Company's Cash Bonus Plan is to provide performance-based cash bonus compensation for participants based on the attainment of one or more performance goals or targets that are related to the financial success of the Company, and that are established from time to time by the Compensation Committee, as part of an integrated compensation program. As reflected under "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table above, Messrs. Brafman and Pooler were awarded performance-based bonus awards in the amounts of $400,000 and $170,000, respectively, for their performance in 2015 and 2014. These awards were granted under the Company's Cash Bonus Plan.20102020 Long-Term Incentive Plan20102020 Long-Term Incentive Plan, as amended from time to time, is administered by the Compensation Committee, except that, in certain circumstances, the Board of Directors may act in its place. The purpose of the 20102020 Long-Term Incentive Plan is to induce key employees, directors, officers, advisors and consultants to continue providing services to the Company and its subsidiaries and to encourage them to increase their efforts to make the Company'sCompany’s business more successful, whether directly or through its subsidiaries or other affiliates. In furtherance of these objectives, the 20102020 Long-Term Incentive Plan is designed to provide equity-based incentives to such persons in the form of options (including stock appreciation rights), restricted shares, phantom shares, dividend equivalent rights and other forms of equity based awards as contemplated by the 20102020 Long-Term Incentive Plan, with eligibility for such awards determined by the Compensation Committee. The Compensation Committee and Board of Directors believe that awards of restricted shares, typically vesting over a multi-year periods, are the most effective of the equity-based incentives available under the 20102020 Long-Term Incentive Plan in accomplishing its compensation goals.Company'sCompany’s performance goals over the long-term and to help retain key personnel. The Compensation Committee determines the number and type of equity-based incentivesCompany'sCompany’s compensation goals and objectives.February 12, 2015, the Compensation Committee, under the 2010 Long-Term Incentive Plan, awarded 75,758 and 45,455October 22, 2020, 200,000 restricted shares of our common stock were awarded to Mr. Brafman in the interest of retention. The grant date fair value per share of these restricted shares was $18.17. These restricted shares were awarded under the 2020 Long-Term Incentive Plan. One-fifth of these restricted sharesPooler, respectively, basedBrafman on their respective performanceJanuary 31, 2022 and one-fifth of these restricted shares will vest and be delivered to Mr. Brafman on each of January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026, in 2014.each case, so long as Mr. Brafman is then employed by the Company or any of its subsidiaries.closing pricegrant date fair value per share of these LLC Units was $1.817. These LLC Units were awarded under the 2020 Long-Term Incentive Plan. One-fifth of these LLC Units vested and were delivered to Mr. Cohen on January 31, 2022 and one-fifth of these LLC Units will vest and be delivered to Mr. Cohen on each of January 31, 2023, January 31, 2024, January 31, 2025 and January 31, 2026, in each case, so long as Mr. Cohen is then employed by the Company or any of its subsidiaries. Once LLC Units are vested and delivered to Mr. Cohen, Mr. Cohen may cause Cohen & Company, LLC to redeem such LLC Units at any time for, at the Company’s option, cash or one share of common stock for every ten such LLC Units.12, 20153, 2021, 195,000 restricted LLC Units were also awarded to Mr. Cohen based on his performance in 2020. The grant date fair value per share of these LLC Units was $1.65. With regard$1.854. These LLC Units were awarded under the 2020 Long-Term Incentive Plan. One-half of these LLC Units vested and were delivered to bothMr. Cohen on January 31, 2022 and one-half of these LLC Units will vest and be delivered to Mr. Cohen on January 31, 2023, so long as Mr. Cohen is then employed by the Company or any of its subsidiaries. Once LLC Units are vested and delivered to Mr. Cohen, Mr. Cohen may cause Cohen & Company, LLC to redeem such awards,LLC Units at any time for, at the Company’s option, cash or one share of common stock for every ten such LLC Units.20162022 and will expire with respect to the remaining one-halfhalf of these restricted shares on January 31, 20172023, so long as Mr. Brafman or Mr. Pooler as applicable, is then employed by the Company or any of its subsidiaries.February 12, 2016, the Compensation Committee, under the 2010 Long-Term Incentive Plan,October 28, 2021, 2,000,000 restricted LLC Units were awarded 154,321 and 95,593 restricted shares of our common stock to Mr. Brafman and Mr. Pooler, respectively, based on their respective performance in 2015.the interest of retention. The closing price of our common stock on February 11, 2016grant date fair value per LLC Unit was $0.81. With regard to both such awards,$2.12. These LLC Units were awarded under the restrictions expire with respect to one-half2020 Long-Term Incentive Plan. One-fifth of these restricted sharesLLC Units will vest and be delivered to Mr. Brafman on each of January 31, 2017 and with respect to the remaining one-half of these restricted shares on2023, January 31, 2018,2024, January 31, 2025, January 31, 2026 and January 31, 2027, in each case, so long as Mr. Brafman or Mr. Pooler, as applicable, is then employed by the Company or any of its subsidiaries.20142020 or 2015.2021. Executive officers are eligible to participate in all of the Company'sCompany’s employee benefit plans, such as medical, dental, group life, disability, accidental death and dismemberment insurance and our 401(k) plan, in each case on the same basis as other employees, subject to applicable law. The Company's 2006 Long-Term Incentive Plan was approved by our stockholders at the special meeting held on October 6, 2006. The 2006 Long-Term Incentive Plan was amended on April 26, 2007 and June 18, 2008. Following the merger in December 2009 of IFMI, LLC (formerly Cohen Brothers, LLC) with and into a subsidiary of the Company, our Board assumed the Cohen Brothers, LLC 2009 Equity Award Plan (the "2009 Equity Award Plan") from IFMI, LLC on December 16, 2009. The 2009 Equity Award Plan expired upon the vesting of restricted units of IFMI, LLC on December 16, 2012. Mr. Cohen transferred to the Company 116,595 restricted shares of the Company's Common Stock to the Company in order to satisfy his obligation to fund the equity vesting under the 2009 Equity Award Plan pursuant to the Equity Plan Funding Agreement by and between Mr. Cohen and IFMI, LLC. The Company's 2010 Long-Term Incentive Plan was approved by our stockholders at the annual meeting held on December 10, 2010. The 2010 Long-Term Incentive Plan was amended on April 18, 2011 and amended and restated on March 8, 2012 and November 30, 2013.2006 Long-Term Incentive Plan and the 20102020 Long-Term Incentive Plan as of December 31, 2015. (a) (b) (c) Plan Category
securities to be
issued upon the
exercise of
outstanding
options,
warrants and rights(1)
average
exercise price of
outstanding
options,
warrants
and rights
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) Equity compensation plans approved by security holders — — 195,924 Equity compensation plans not approved by security holders — — — Total 195,924 (a) (b) (c) Number of securities
to be issued upon
the exercise of
outstanding options,
warrants and rights(1) Weighted-average
exercise price of
outstanding
options,
warrants,
and rights Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a)) 1,526,189 $ 4.44 906,154 — — —
(1)(1)note 20Proposal Two (approval of Amendment No. 2 to our consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 9, 2016,2020 Long-Term Incentive Plan) for further information regarding the 20062020 Long-Term Incentive Plan, the 2009 Equity Award Plan and the Equity Plan Funding Agreement, and the 2010 Long-Term Incentive Plan.a combination of cash and stock-basedcash-based compensation to attract and retain qualified candidates to serve on the Board of Directors. In accordance with the Company'sCompany’s compensation policy, for serving as a director for the fiscal year ended December 31, 2015,2021, our non-employee directors each received an annual cash fee of $32,000 and $50,000 in restricted shares of common stock in the Company.$75,000. The ChairmanChairperson of the Audit Committee, the Chairman of the Compensation Committee, the Chairman of the Investment Committee and the Chairman of the Nominating and Corporate Governance Committee receivedand the Compensation Committee receive additional annual cash fees of $20,000, $3,750 $10,000 and $3,750, respectively.Company'sCompany’s non-employee directors for the fiscal year ended December 31, 2015.2021. Daniel G. Cohen, Vice Chairman of the Board of Directors and of the boardBoard of managersManagers of IFMI,Cohen & Company, LLC, and President and Chief Executive of the Company'sCompany’s European Business, and President of CCFL, is not included in the table below as he is deemed a "named“named executive officer"officer” of the Company. Compensation for Mr. Cohen is shown on the Summary Compensation Table above.Name
Earned or
Paid in
Cash
($)(1)
Awards
($)
Awards
($)
Incentive
Plan
Compensation
($)
Deferred
Compensation
Earnings
($)
Compensation
($)
($) G. Steven Dawson 95,000 16,430 — — — — 111,430 Jack DiMaio 75,000 16,430 — — — — 91,430 Jack Haraburda 78,750 16,430 — — — — 95,180 Diana Louise Liberto 78,750 16,430 — — — — 95,180 Fees
Earned
or Paid in
Cash ($)(1) Stock
Awards
($)(2) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($) 52,000 50,000 — — — — 102,000 35,750 50,000 — — — — 85,750 32,000 50,000 — — — — 82,000 35,750 50,000 — — — — 85,750 — — — — — — — — — — — — — — 32,000 50,000 — — — — 82,000 42,000 50,000 — — — — 92,000 32,000 50,000 — — — — 82,000 2015.(2)Amounts in this column represent the grant date fair value of the restricted stock award, computed in accordance with FASB ASC Topic 718. The grant date fair value per share for these restricted shares was $1.65 and each director, as indicated, was granted 30,303 restricted shares of Company's common stock. The assumptions used in the calculations of these amounts were included in Note 20 to the Company's audited financial statements for the year ended December 31, 2015 in the 2015 Form 10-K. Amounts do not correspond to the actual value that may be recognized by the director. As of December 31, 2015, the aggregate number of restricted stock awards outstanding at December 31, 2015 for each director was as follows: (i) Mr. Costello—30,303 shares; (ii) Mr. Dawson—30,303 shares; (iii) Mr. DiMaio—30,303 shares; (iv) Mr. Haraburda—30,303 shares; (v) Ms. Liberto—0 shares; (vi) Mr. McEntee—0 shares; and (vii) Mr. Subin—30,303 shares. The restrictions on the foregoing shares expired on February 4, 2016.(3)Mr. Donovan served as a director of the Company from December 16, 2009 until December 21, 2015.(4)Mr. Ricciardi served as a director of the Company from September 24, 2013 until December 21, 2015.ContentsAmendment No. 2 to the 2020 Long-Term Incentive Plan) is approved by our stockholders, then the number of shares of the Company’s common stock authorized for issuance under the 2020 Long-Term Incentive Plan will increase from 1,200,000 shares to 1,900,000 shares. Our directors and executive officers are eligible to receive awards under the 2020 Long-Term Incentive Plan. Accordingly, our directors and executive officers may benefit from the payment of equity-based awards under the 2020 Long-Term Incentive Plan. Members of our Board and executive officers collectively own approximately 74.17% of the aggregate common stock, Series E Preferred Stock and Series F Preferred Stock outstanding and will vote such shares in favor of Proposal Two (see “Share Ownership of Certain Beneficial Owners and Management” below for additional details regarding the voting securities in the Company beneficially owned by our directors and executive officers).FOUR—FOUR — RATIFICATION OF THE APPOINTMENT OF THETHE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCompany'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2016.Company's 2016Company’s 2022 Annual Meeting of Stockholders, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from our stockholders.COMPANY'SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.2022. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES SOLICITED IN CONNECTION WITH THIS PROXY STATEMENT WILL BE VOTEDFOR SUCH RATIFICATION.20152021 and December 31, 2014,2020, Grant Thornton LLP provided various audit and non-audit services to the Company and its subsidiaries. The aggregate fees billed by Grant Thornton LLP to the Company and its subsidiaries for the years ended December 31, 20152021 and 20142020 were as follows:
December 31,
2021
December 31,
2020 $ 614,130 $ 553,416 19,950 19,950 Tax Fees — — All Other Fees 10,000 59,000 Total Principal Accounting Firm Fees $ 644,080 $ 632,366 Year Ended
December 31,
2015 Year Ended
December 31,
2014 $ 523,622 $ 626,732 $ 18,113 $ 26,686 $ — $ — $ — $ — $ 541,735 $ 653,418
(1)(1)(2)Company'sCompany’s 401(k) savings plan.Act.Act of 1934 (the “Exchange Act”). All of the audit and audit-related fees described above for which Grant Thornton LLP billed for the fiscal years ended December 31, 20152021 and December 31, 20142020 were pre-approved by the Audit Committee.Committee'sCommittee’s regularly scheduled and special meetings. The Audit Committee has delegated to its Chairman, an independent member of our Board of Directors, the authority to grant pre-approvals of all audit, review and attest services and non-attest services other than the fees and terms for our annual audit, provided that any such pre-approval by the Chairman shall be reported to our Audit Committee at its next scheduled meeting.firm'sfirm’s independence and has determined that such services have not adversely affected the independence of our independent registered public accounting firm.GAAP.generally accepted accounting principles (“GAAP”). Our independent registered public accounting firm is responsible for performing an audit of the consolidated financial statements and, if required by applicable law, an audit of the effective operation of the Company'sCompany’s internal control over financial reporting. The Audit Committee'sCommittee’s responsibility is to oversee and review these processes. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the audited financial statements in the 20152021 Form 10-K, including discussions regarding critical accounting policies, other financial accounting and reporting principles and practices appropriate for the Company, the quality of such principles and practices, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with management and the independent registered public accounting firm the Company'sCompany’s internal controls over financial reporting, including a review of management'smanagement’s and the independent registered public accounting firm'sfirm’s assessments of and reports on the effectiveness of internal controls over financial reporting and any significant deficiencies or material weaknesses and discussed with management and the independent registered public accounting firm, as applicable, the process used to support certifications by our Chief Executive Officer and Chief Financial Officer that are required by the SEC and the Sarbanes-Oxley Act of 2002, as amended, to accompany the Company'sCompany’s periodic filings with the SEC."Independence“Independence Discussions with Audit Committees",” as currently in effect, discussed with the independent registered public accounting firm any relationships that may impact their objectivity and independence, and satisfied itself as to their independence. When considering the independence of the independent registered public accounting firm, the Audit Committee considered whether their provision of services to the Company beyond those rendered in connection with their audit of the Company'sCompany’s consolidated financial statements and reviews of its consolidated financial statements, including in its Quarterly Reports on Form 10-Q, was compatible with maintaining their independence. The Audit Committee also reviewed, among other things, the audit and non-audit services performed by, and the amount of fees paid for such services to, the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by generally accepted auditing standards, including those described in Statement on Auditing Standards (SAS) No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.20152021 be included in the Annual Report on2021 Form 10-K.www.ifmi.comwww.cohenandcompany.com). The Audit Committee currently consists of Messrs.Ms. Liberto, Mr. Haraburda and Mr. Dawson, Subin and Costello, who serves as the Audit Committee Chairman. The Board of Directors, in its judgment, has determined that each committee member meets the independence requirements of the SEC and the NYSE MKT.American. The Board of Directors has also determined that each member of our Audit Committee is financially literate and has accounting or related financial management expertise, as such qualifications are defined under the applicable NYSE MKTAmerican listing standards currently in effect, and that Mr. CostelloDawson is an "audit“audit committee financial expert,"” as defined under Item 407(d)(5) of Regulation S-K.2015.2021. The meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee, management and the independent registered public accounting firm. The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing. Audit Committee members rely, without independent investigation or verification, on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, the Audit Committee'sCommittee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee'sCommittee’s considerations and discussions referred to above do not assure that the audit of the financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the financial statements are presented in accordance with GAAP or that Grant Thornton LLP is in fact "independent."
G. Steven Dawson, ChairmanThomas P. Costello, ChairmanDiana Louise LibertoSteve DawsonNeil SubinJack Haraburdaand Series E Preferred Stock and Series F Preferred Stock as of October 26, 2016April 7, 2022, the record date for the meeting, by (1) each person known by us to own beneficially more than 5% of our outstanding common stock, Series E Preferred Stock or Series EF Preferred Stock, as applicable, (2) each current director and Director Nominee, (3) each named executive officer, and (4) all current directors and executive officers as a group. The number of shares of our stock beneficially owned by each entity, person, director, executive officer or named executive officer is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any stock as to which the individual has the sole or shared voting power or investment power and also any stock that the individual has a right to acquire within 60 days from October 26, 2016April 7, 2022 through the exercise of any share option or other right. Unless otherwise indicated, each person has sole voting power and investment power with respect to the stock set forth in the following table.Name
Preferred
Stock
Beneficially
Owned
Class(1)
Preferred
Stock
Beneficially
Owned
Class(2)
Stock
Beneficially
Owned
Class(3) Greater than 5% owners: — — — — 83,595 5.40% — — — — 105,484 6.81% — — — — 80,000 5.17% Directors and Named Executive Officers: — — — — 145,952 9.43% 4,983,557 100% 22,429,541(9) 100% 4,140,951 75.20% — — — — 26,970 1.74% Jack J. DiMaio, Jr. — — — — 17,633 1.14% Jack Haraburda — — — — 8,284 * Diana Louise Liberto — — — — 12,338 * — — — — 46,516 3.00%
as a group (7 persons)(12) 4,983,557 100% 22,429,541 100% 4,398,644 79.88% Series E
Preferred
Stock
Beneficially
Owned Percent of
Class(1) Common
Stock
Beneficially
Owned Percent of
Class(2) — — 835,950 6.9 % — — 2,516,717 18.6 % — — 1,600,000 12.4 % — — 1,018,139 7.9 % — — 3,213,402 21.3 % 4,983,557 100 % 1,998,039 15.5 % — — 196,818 1.6 % — — 210,827 1.7 % — — 114,665 * — — 196,618 1.6 % — — 61,728 * — — 231,794 1.9 % — — 386,855 3.2 % — — 257,523 2.1 % 4,983,557 100 % 6,868,269 42.9 %
**(1)October 26 2016.April 7, 2022.(2)12,090,38222,429,541 shares of the Company'sSeries F Preferred Stock issued and outstanding on April 7, 2022.October 26, 2016.April 7, 2022.(3)88,3658,837 shares held by Solomon Investment Partnership, L.P. (the "Solomon“Solomon Investment Partnership Shares"Shares”). Betsy Zubrow Cohen and Edward E. Cohen, her spouse, are the sole shareholders, officers and directors of the corporate general partner of Solomon Investment Partnership, L.P. and are the sole partners of the partnership. Betsy Zubrow Cohen and Edward E. Cohen share voting and dispositive power over the Solomon Investment Partnership Shares. Betsy Zubrow Cohen isand Edward E. Cohen are the mother and father, respectively, of Daniel G. Cohen, Vice Chairman of theIFMI,Cohen & Company, LLC, and President and Chief Executive of the Company'sCompany’s European Business, and President of CCFL.(4) The common stock also includes 1,461,876 shares of common stock (the "Edward E. Cohen Conversion Shares") into which certain 8% convertible senior promissory notes (in the aggregate principal amount of $4,385,628) (the "Cohen MP Notes") that were issued to Mead Park Capital Partners LLC ("Mead Park") on September 25, 2013 in connection with the Securities Purchase Agreement, dated as of May 9, 2013, by and among the Company, Mead Park and, solely for purposes of Section 6.3 thereof, Mead Park Holdings LP (the "Mead Park Purchase Agreement"), and which were purchased by Edward E. Cohen from Mead Park on August 28, 2015, may be converted, subject to certain customary anti-dilution adjustments. The Cohen MP Notes may be converted by the holder thereof at any time prior to September 25, 2018, in such holder's sole discretion. Under the Cohen MP Notes, the outstanding principal amount is due and payable to the holder thereof, in full, on September 25, 2018. The common stock does not include the 248,737 additional shares of common stock into which the Cohen MP Notes may be converted in the event that, pursuant to the terms and conditions of the Cohen MP Notes, the Company elects to pay interest on the Cohen MP Notes by increasing the principal amount thereof. Edward E. Cohen is the father of Daniel G. Cohen, Vice Chairman of the Board of Directors and of the Board of Managers of IFMI, LLC, President and Chief Executive of the Company's European Business, and President of CCFL.2015.(5)800,00080,000 shares of common stock (the "EBC Shares"“EBC Shares”) issued to the EBC 2013 Family Trust ("EBC Trust"(“EBC”), as assignee of CBF, on September 25, 2013 at $2.00$20.00 per share (for an aggregate amount of $1,600,000) in connection with the CBF Purchase Agreement. The common stock also includes 800,000 shares of common stock (the "EBC Conversion Shares") into which the convertible senior promissory note (in the aggregate principal amount of $2,400,000) (the "EBC Note") that was issued to EBC Trust on September 25, 2013 in connection with the CBF Purchase Agreement may be converted, subject to certain customary anti-dilution adjustments. The EBC Note may be converted by EBC Trust at any time prior to September 25, 2018, in EBC Trust's sole discretion. Under the EBC Note, the outstanding principal amount is due and payable to the holder thereof, in full, on September 25, 2018. The common stock does not include the 136,119 additional shares of common stock (the "Additional EBC Conversion Shares") into which the EBC Note may be converted in the event that, pursuant to the terms and conditions of the EBC Note, the Company elects to pay interest on the EBC Note by increasing the principal amount thereof. All of the common stock is pledged as security. Trust and set forth in the table above is based on the Schedule 13D filed by EBC Trust with the SEC on September 30, 2013.Institutional Financial Markets,Cohen & Company Inc., Cira Centre, 2929 Arch Street, 17th Floor,Suite 1703, Philadelphia, Pennsylvania 19104.(6)Mr. Ricciardi served as a director of the Company from September 24, 2013 until December 21, 2015. The common stock includes 487,291 shares of common stock into which a convertible senior promissory note (in the aggregate principal amount of $1,461,873) that was issued to Mead Park in connection with the Mead Park Purchase Agreement on September 25, 2013 may be converted, subject to certain customary anti-dilution adjustments, which may be issued to Mr. Ricciardi upon the exchange of Mr. Ricciardi's membership units of Mead Park and of which Mr. Ricciardi may be deemed the beneficial owner. The common stock also includes 268,445 units of membership interests in IFMI, LLC (223,520 of which are owned by Mr. Ricciardi and 44,925 of which are owned by Stephanie Ricciardi, Mr. Ricciardi's spouse) which Mr. Ricciardi may cause the Company to redeem into, at the Company's option, shares of common stock or cash.The number of shares of common stock beneficially owned by Mr. Ricciardi and set forth in the table above is based on the Schedule 13D filed by Mr. Ricciardi with the SEC on July 2, 2009, as amended on December 21, 2009, December 24, 2009, April 25, 2011, July 17, 2011, May 15, 2013, September 30, 2013, September 1, 2015, October 19, 2015 and November 6, 2015.The address for this stockholder is 51 Shellbark Lane, Briarcliff Manor, New York 10510.(7)IFMI,Cohn & Company, LLC. The common stock includes 37,879does not include an aggregate of 169,750 restricted shares of common stock previously granted to Mr. Brafman on February 12, 2015,various dates and which will vest and be delivered to Mr. Brafman between January 31, 2017,2023 and 154,321 restricted shares granted on February 12, 2016, half of which will vest on January 31, 2017 and the remaining half will vest on January 31, 2018, in each case,2026 so long as Mr. Brafman is then employed by the Company or any of its subsidiaries. Thesubsidiaries on the applicable vesting dates. Also does not include an aggregate of 221,099 shares of common stock includes 3,000,000 shares (the "Brafman Option Shares")into which are currently exercisable or exercisable within 60 days from October 26, 2016 under the Brafman Options, of which2,210,990 LLC Units previously granted to Mr. Brafman on various dates, and which will vest and be delivered to Mr. Brafman between January 31, 2023 and January 31, 2027 so long as Mr. Brafman is employed by the Company or any of its subsidiaries on the applicable vesting dates, may be deemed a beneficial owner.become convertible into common stock.(8) Vice Chairman of the Board of Directors and of the boardBoard of managersManagers of IFMI,Cohen & Company, LLC, and President and Chief Executive of the Company'sCompany’s European Business, and as President, a director and the Chief Investment Officer of CCFL.Business. Of the common stock, 1,603,250160,325 shares are pledged as security.398,03924,017 shares held directly by Mr. Cohen. The common stock also includes 1,410,485 shares of common stock into which 14,104,853 LLC Units held directly by Mr. Cohen may be redeemed within 60 days from April 7, 2022 (the “Cohen LLC Shares”). Shares and the EBC Conversion Shares, of which Mr. Cohen may be deemed a beneficial owner as the result of his being a trustee of EBC Trust and because Mr. Cohen has sole voting power with respect to all shares held by the EBCEBC.portion of its subsidiaries on the Additional EBC Conversion Shares.Institutional Financial Markets,Cohen & Company Inc., Cira Centre, 2929 Arch Street, 17th Floor,Suite 1703, Philadelphia, Pennsylvania 19104.Mr. Costello is a directorCompany. The common stock includes 61,728 restrictedSeries F Preferred Stock issued and outstanding as of April 7, 2022,that will vest on February 12, 2017.were owned by Daniel G. Cohen directly, and 9,880,268 shares were owned by the DGC Trust. Mr. Cohen may be deemed to be the beneficial owner of any securities held by the DGC Trust (including these 9,880,268 shares of Series F Preferred Stock) as a result of his ability to acquire at any time any of the DGC Trust’s assets, including any securities held by the DGC Trust (and, in turn, the sole voting and sole dispositive power with respect to such securities), by substituting other property of an equivalent value without the approval or consent of any person, including any trustee or beneficiary of the DGC Trust.(10)Of theIncludes 1,000 shares of common stock 149,099held directly by Mr. Dawson and 25,970 shares areof common stock held by Corriente Private Trust. Mr. Dawson is the primary trustee and sole beneficiary of Corriente Private Trust and, through Corriente Private Trust, he has voting and investment control with respect to the securities held therein. The common stock includes 61,728 restricted shares that will vest on February 12, 2017.(11)Mr. DiMaio is a director of the Company. The common stock includes 61,728 restricted shares that will vest on February 12, 2017.(12)Mr. Haraburda is a director of the Company. The common stock includes 61,728 restricted shares that will vest on February 12, 2017.(13)Ms. Liberto is a director of the Company. All of the common stock is restricted that will vest on February 12, 2017.(14)Mr. McEntee is a director of the Company. The common stock includes 61,728 restricted shares that will vest on February 12, 2017.(15)22,72710,000 restricted shares granted on February 12, 2015, which will vest January 31, 2017, and 92,593 restricted shares granted on February 12, 2016,3, 2021, half of which will vestvested on January 31, 20172022 and the remaining half will vest on January 31, 2018,2023 so long as Mr. Pooler is then employed by the Company or any of its subsidiaries. The common stock also includes, 15,500 restricted shares granted on December 20, 2021, one-third of which will vest on each of January 31, 2023, January 31, 2024 and January 31, 2025, in each case, so long as Mr. Pooler is then employed by the Company or any of its subsidiaries.107,143 (the "Pooler Option Exercise Shares") shares which are exercisable under the Pooler Option, of which Mr. Pooler may be deemed a beneficial owner.(16)Mr. Subin is a director of the Company. The common stock includes 61,728 restricted shares that will vest on February 12, 2017.(17)The common stock includes (i) the EBC Shares, the CBF Shares, the Cohen LLC Shares and the EBC ConversionDGC Trust Shares, of which Daniel G. Cohen may be deemed to be a beneficial owner, (ii) the Brafman Option Shares, of which Lester R. Brafman may be deemed to be a beneficial owner, and (iii) the Pooler Option Award Exercise Shares, of which Joseph W. Pooler, Jr. may be deemed to be a beneficial owner, as described in notes (5), (7)(6) and (15) above, respectively.
ContentsSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a)Insurance Acquisition Sponsor III, LLC (“IAS III”) and Dioptra Advisors III, LLC, a majority owned subsidiary of the Exchange Act requiresCompany (“Dioptra III” and, together with IAS III, the “Insurance SPAC III Sponsor Entities”). The Insurance SPAC III Sponsor Entities are sponsors of INSU Acquisition Corp. III (NASDAQ: IIIIU), a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Insurance SPAC III”). On December 22, 2020, the Insurance SPAC III completed the sale of 25,000,000 units (the “Insurance SPAC III Units”) in its initial public offering, which includes 3,200,000 units issued pursuant to the underwriters’ over-allotment option.and persons who own more than 10%as a group. The number of Dioptra III Interests beneficially owned by each of our commondirectors or executive officers is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any Dioptra III Interests as to which the individual has the sole or shared voting power or investment power and also any Dioptra III Interests that the individual has a right to acquire within 60 days from April 7, 2022 through the exercise of any share option or other right. Unless otherwise indicated, each person has sole voting power and investment power with respect to the stock whichset forth in the following table.Name
Class of Dioptra III
Interests Directors and Named Executive Officers: 3.41% 3.41% * All current executive officers and directors as a group (7 persons) 7.33% referred to inheld directly by Mr. Cohen.report as "reporting persons," to file reports of ownership and changes in ownershipsection, you will find information about how we are complying with the corporate governance rules of the NYSE American, which were approved by the SEC. Reporting personsWe are alsocommitted to operating our business under strong and accountable corporate governance practices. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document we file with or furnish to the SEC.SEC regulationsapplicable law. A waiver of any provision of the Code of Ethics as it relates to furnish us with copiesany other officer or employee must be approved by our Chief Financial Officer or Chief Legal Officer, if any, but only upon such officer or employee making full disclosure in advance of the behavior in question.Section 16(a) forms filed by themrelevant facts and circumstances and after considering all applicable relationships, if any, that each of the current directors has no direct or indirect material relationship with the Company or its affiliates and satisfies the criteria for independence established by the NYSE American and the applicable rules promulgated by the SEC. To our knowledge, based solely on our reviewOur Board of Directors has determined that each of the copiesfollowing members of the Section 16(a) forms furnishedBoard of Directors is independent: G. Steven Dawson, Jack Haraburda and Diana Louise Liberto. Our Board ofus or upon written representations from certaindiscuss such matters as the independent directors consider appropriate. In 2021, the Company’s independent directors met separately without management directors two times.reporting personspositions may be held by the same person or may be held by different people. We believe it is important that no other reports were required, all Section 16(a) filing requirements applicablethe Board retain flexibility to determine whether the two roles should be separate or combined based upon the Board’s assessment of the Company’s needs and leadership at a given point in time.persons were timely filed during our 2015 fiscal year except that, following their electionsprocesses designed to provide information to the Board concerning the identification, assessment and management of critical risks and management’s risk mitigation strategies and practices. These areas of focus include compensation, financial (including accounting, reporting, credit, liquidity and tax), operational, legal, regulatory, compliance, political and strategic risks. The full Board (or the appropriate Board committee), in concert with the appropriate members of management within the Company, reviews management reports to formulate risk identification, risk management and risk mitigation strategies. When a Board committee initially reviews management reports, the Chairman of the relevant Board committee briefs the full Board on the specifics of the matter at the next Board meeting. This process enables the Board to coordinate the risk oversight role, particularly with respect to risks spanning more than one operational area. The Board’s role in risk oversight does not have a direct effect on the Board’s leadership structure.21, 2015, Mr. McEntee15, 2022.didattended our 2021 annual meeting of stockholders.filehave a Formformal policy related to hedging transactions, we discourage our management and directors from engaging in hedging transactions in connection with our securities. Further, any such transactions would need to comply with our insider trading policy, as applicable.Name Age Position Lester R. Brafman 59 Chief Executive Officer Daniel G. Cohen 52 President and Chief Executive, European Business Joseph W. Pooler, Jr. 56 Executive Vice President, Chief Financial Officer and Treasurer 5, 20162021. From July 2006 to November 2007, Mr. Pooler also served as Senior Vice President of Finance of Cohen & Company, LLC. From November 2007 to March 2009, Mr. Pooler also served as Chief Financial Officer of Muni Funding Company of America, LLC, a company investing in middle-market non-profit organizations. Prior to joining Cohen & Company, LLC, from 1999 to 2005, Mr. Pooler held key management positions at Pegasus Communications Corporation (now known as The Pegasus Companies, Inc. (OTC: PEGX)), which operated in the direct broadcast satellite television and February 10, 2016, respectively.broadcast television station segments. While at Pegasus, Mr. Pooler held various positions including Chief Financial Officer, Principal Accounting Officer, and Senior Vice President of Finance. From 1993 to 1999, Mr. Pooler held various management positions with MEDIQ, Incorporated, including Corporate Controller, Director of Operations, and Director of Sales Support. Mr. Pooler holds a B.A. from Ursinus College, an M.B.A. from Drexel University, and was a Certified Public Accountant in the Commonwealth of Pennsylvania (license lapsed).2014.2020. Unless indicated otherwise, all dollar amounts (except share and per share data) in the section below are in thousands. Each of the transactions below were approved or ratified in accordance with our policies regarding related party transactions, which are described in greater details below.CBFDaniel G. Cohen, Cohen Bros. Financial, LLC (“CBF”) and EBC 2013 Family Trust (“EBC”)it is wholly owned by Daniel G. Cohen is the Company's Vice Chairmansole owner and member of the Board of Directors and of the board of managers of IFMI, LLC, President and Chief Executive of the Company's European Business, and President of CCFL. The CBF. Trust has been identified as a related party because Mr. Cohen is a trustee of the EBC Trust and has sole voting power with respect to all shares of the Company held by the EBC Trust.the EBC, Trust, as assignee of CBF, the EBC Shares for an aggregate amount$1,600 in shares of $1,600common stock (or, 80,000 shares) and the EBCa Convertible Senior Promissory Note in the aggregate principal amount of $2,400.$2,400 (the “EBC Note”). On September 25, 2019, the EBC Note was amended and restated. The material terms and conditions of the EBC Note remained substantially the same, except that (i) the maturity date thereof changed from September 25, 2019 to September 25, 2020; (ii) the conversion feature therein was removed; (iii) the interest rate thereunder changed from 8% per annum (9% in the event of certain events of default) to 12% per annum (13% in the event of certain events of default); and (iv) the restrictions regarding prepayment were removed. On September 25, 2020, the EBC Note was amended again to extend its maturity date until September 25, 2021. On September 24, 2021, the Company fully paid all outstanding principal and interest on the EBC Note. Additional information regarding CBF’s September 2013 investment in the Company is included in note 20 to the Company’s audited financial statements for the year ended December 31, 2021 in the 2021 Form 10-K. The Company incurred interest expenses relating to the EBC Note and the amended and restated EBC Note in the amounts of $173$211 in 2016, $2282021 and $289 in 20152020.$224(ii) an investment agreement with the DGC Family Fintech Trust (the “DGC Trust”), a trust established by Daniel G. Cohen, pursuant to which the DGC Trust agreed to invest $2,000 into Cohen & Company, LLC (the “DGC Trust Investment Agreement”). The Company incurred interest expenses on the CBF investment of $197 in 2014.EBC's September 2013 investment in the Company2019 Unit Purchase Agreement is included in Notes 4 and 17note 21 to the Company'sCompany’s audited financial statements for the year ended December 31, 20152021 in the 20152021 Form 10-K.Mead Park, Mead Park Advisors("Mead Park Advisors"entered into an Investment Agreement (the “JKD Investment Agreement”) with JKD Capital Partners, pursuant to which JKD Capital Partners agreed to invest into Cohen & Company, LLC up to $12,000, of which $6,000 was invested into Cohen & Company, LLC on October 3, 2016, an additional $1,000 was invested into Cohen & Company, LLC on January 25, 2017, and an additional $1,238 was invested into Cohen & Company, LLC on January 9, 2019.Mr. Ricciardi, Mr. DiMaiopursuant to which the term “JKD Investment Return” under the JKD Investment Agreement was amended to mean (A) during the fourth quarter of 2018, an amount equal to 42% of the difference between (i) the revenues generated during a quarter by the activities of JVB’s Institutional Corporate Trading business and Mr. Edward E. Cohenin IFMI by Mead ParkMead ParkJKD Investment Agreement, as amended by the JKD Investment Agreement Amendment, the Company paid JKD Investment Returns to JKD Capital Partners equal to $1,715 in 2021 and $1,883 in 2020.on September 25, 2013,(the “JKD Purchase Agreement”), by and among Cohen & Company, LLC, JKD Capital Partners and RN Capital Solutions LLC (“RNCS”). Pursuant to the JKD Purchase Agreement, among other things, (i) JKD Capital Partners purchased from Cohen & Company, issued to Mead Park $3,898 of the Company's common stock and certain 8% convertible senior promissory notesLLC a Senior Promissory Note in the aggregate principal amount of $5,848$2,250 (the "Mead Park Notes"“JKD Note”); and (ii) RNCS purchased from Cohen & Company, LLC a Senior Promissory Note in the aggregate principal amount of $2,250 (the “RNCS Note”). In connection with the Mead Park Notes, theMead ParkCohen & Company, LLC an additional $2,250 and (ii) in consideration for such funds, Cohen & Company, LLC issued to JKD an Amended and Restated Senior Promissory Note in the aggregate principal amount of $4,500,000 (the “Amended and Restated JKD Note”), which Amended and Restated JKD Note amended$340 in 2015 and $547 in 2014. At the time of such issuance on September 25, 2013, Jack DiMaio, Jr. was the chief executive officer and founder of Mead Park and Christopher Ricciardi, the Company's former president and a former director10% per year. Interest on the Board, was a memberAmended and Restated JKD Note is payable in cash quarterly on each January 1, April 1, July 1, and October 1, commencing on April 1, 2022. Under the Amended and Restated JKD Note, upon the occurrence or existence of Mead Park. On August 28, 2015, Mead Park sold $4,386any “Event of Default” thereunder, the outstanding principal amount is (or in certain instances, at the option of the Mead Park Notes (the "Cohen MP Notes")holder thereof, may be) immediately accelerated. Further, upon the occurrence of any “Event of Default” under the Amended and 1,461,876 sharesRestated JKD Note and for so long as such Event of Default continues, all principal, interest and other amounts payable under the Company's common stockAmended and Restated JKD Note will bear interest at a rate equal to 11% per year.Edward E. Cohen IRA, of which Edward E. Cohen is the benefactor. Edward E. Cohen is the father of Daniel G. Cohen. The Company's common stockAmended and the Mead Park Notes sold in this transaction represented substantially all of the amounts beneficially owned by Mr. DiMaio at the time. Also as a result of this transaction, Mr. DiMaio was no longer a member of Mead Park and Mr. Ricciardi remained a member and sole manager of Mead Park. Mr. DiMaio remains the Chairman of the Board of Directors. Restated JKD Note.expensesexpense relating to the Cohen MP Notes in the amounts of $317 in 2016 and $210 in 2015. On October 16, 2015, the Company entered into the Termination Agreement, by and among the Company; Christopher Ricciardi, a member of the Board of Directors at the time; Stephanie Ricciardi, Mr. Ricciardi's spouse; and the Ricciardi Family Foundation, a New York charitable not-for-profit corporation of which Mr. and Mrs. Ricciardi serve as directors (together with Stephanie Ricciardi and Christopher Ricciardi, the "Ricciardi Parties"); and Mead Park. Pursuant to the Termination Agreement, in connection with the termination of the Mead Park Purchase Agreement and all rights and obligations thereunder and the mutual release of claims set forth in the Termination Agreement, on October 16, 2015: (i) Mead Park transferred to the Company 487,291 shares of the Company's common stock; (ii) the Ricciardi Parties transferred to the Company 1,512,709 shares of the Company'scommon stock; (iii) the Company and Mead Park terminated the Mead Park Purchase Agreement in its entirety; and (iv) the Company transferred $4,000 in cash to accounts designated by Mr. Ricciardi for the benefit of the Ricciardi Parties and Mead Park. During 2015, Mead Park transferred the remaining Mead Park Notes it held,JKD Note in the amount of $1,462 of the aggregated principal amount, to Mr. Ricciardi.$270 in 2021 and $248 in 2020.Company incurred interest expenses relating to such notes held by Mr. Ricciardi in the amounts of $106 in 2016 and $3 in 2015. At the Company's annual meeting held on December 21, 2015, Mr. Ricciardi was not reelected to the Board of Directors. Subsequent to this date, Mr. Ricciardi is no longer considered a related party.CDO Sub-Advisory Agreement with Mead Park AdvisorsDGC Trust In July 2014, the Company's majority owned subsidiaries, Cohen & Company Financial Management LLC ("CCFM") and Dekania Capital Management, LLC ("DCM"), entered into a collateralized debt obligation ("CDO") sub-advisory agreement with Mead Park Advisors, whereby Mead Park Advisors will render investment advice and provide assistance to CCFM and DCM with respect to their management of certain CDOs. Company incurred consulting fee expense related to this agreement in the amount of $150 in 2016 and $200 in 2015. As a result of Mr. DiMaio's ownership in Mead Park Advisors, Mead ParkDGC Trust has been identified as a related party because Daniel G. Cohen’s children are beneficiaries of the trust.C. E. Investment Vehicle and OtherVice Chairman of the Board of Directors and of the board of managers of IFMI, LLC, President and Chief Executive of the Company's European Business, and President of CCFL, and Joseph W. Pooler, Jr., the Company'sCompany’s Chief Financial Officer (each of which is described above), the Company has entered into its standard indemnification agreement with each of its directors and executive officers.$214$287 and $261$270 for the years ended December 31, 20152021 and 2014,2020, respectively.D. Solomon CohenThe Bancorp, Inc. The Bancorp, Inc. ("TBBK") is identified as a related party because Daniel G. is TBBK's Chairman. TBBK maintained deposits for the Company in the amount of $43 and $86 as of December 31, 2015 and 2014, respectively. As part of the Company's broker-dealer operations, the Company from time to time purchases securities from third parties and sells those securities to TBBK. The Company may purchase securities from TBBK and ultimately sell those securities to third parties. From time to time, the Company will enter into repurchase agreements with TBBK as its counterparty. As of December 31, 2015 and 2014, the Company had repurchase agreements with TBBK as the counterparty in the amount of $0 and $46,275, respectively. The fair value of the collateral provided to TBBK by the Company relating to these repurchase agreements was $0 and $48,482 at December 31, 2015 and 2014, respectively. The Company incurred interest expense related to repurchase agreements with TBBK as its counterparty in the amounts of $541 and $461 for the years ended December 31, 2015 and 2014, respectively.E. Purchase of IFMI Common Stock from Daniel G. Cohen During the third quarter of 2014, the Company repurchased 100,000 shares of the Company's common stock from Daniel G. Cohen at $2.07 per share. The Company retired these shares. During the fourth quarter of 2014, the Company repurchased 100,000 shares of the Company's common stock from Daniel G. Cohen at $1.77 per share. The Company retired these shares.F. Sale of European Operations to C&Co Europe Acquisition LLC C&Co Europe Acquisition LLC has been identified as a related party because he is the son of Daniel G. Cohen. Solomon Cohen is the entity's sole member. On August 19, 2014,employed by the Company enteredas a Portfolio Manager of the Company’s investment advisor subsidiary, Cohen & Company Financial Management, LLC.European Sale Agreementpost-business combination public company, and eventually distributed by our consolidated subsidiary (in the case of subclause (i) above) or by the sponsor (in the case of subclause (ii) above). See note 3 of the Company’s Annual Report on Form 10-K for a description of how the Company accounts for its interests in SPACs. The total net income (loss) attributable to sell the Company's European operationsnon-controlling interest recognized by the Company during the year ended December 31, 2021 in connection with Solomon Cohen’s investments in our consolidated subsidiaries holding founder shares (as described in subclause (i) above) and the founders share interests allocable to C&Co Europe Acquisition LLCSolomon Cohen following the business combinations of the applicable SPACs closed in 2021 was $8,970. The total net income/(loss) attributable to the non-controlling interest recognized by the Company during the quarter ended March 31, 2022 in connection with Solomon Cohen’s investments in our consolidated subsidiaries holding founder shares (as described in subclause (i) above) and the founders share interests allocable to Solomon Cohen following the business combinations of the applicable SPACs closed in 2021 and through March 31, 2022 was ($5,931).approximately $8,700. The transaction wasbusiness combinations that occurred during 2021 and in the quarter ended March 31, 2021. This does not include founders shares in pre-merger SPACs allocable to Solomon Cohen. Most of these shares were subject to customary closing conditions and regulatory approval fromsale restrictions at the United Kingdom Financial Conduct Authority ("FCA"). On March 26, 2015, the parties to the European Sale Agreement agreed to extend the deadline for the closing of the transactions contemplated by the European Sale Agreement from March 31, 2015 to June 30, 2015. In addition, the parties to the European Sale Agreement amended the date on which C&Co Europe Acquisition LLC was obligated to cause the settlement of intercompany accounts of CCFL and the Company's subsidiaries, Cohen & Compagnie, SAS and Unicum Capital, S.L., owed to the IFMI, LLC (the "Intercompany Payables") from March 31, 2015 to June 30, 2015. On June 30, 2015, the parties to the European Sale Agreement agreed to extend the deadline for the closing from June 30, 2015 to December 31, 2015 and the settlement date of the Intercompany Payables from June 30, 2015merger and some still are as of the date of this proxy.SPAC
Combination Target
Combination
Trading Symbol
Combination Closing Date
Allocable to
Solomon Cohen
of April 7, 2022 FTAC Olympus Acquisition Corp. Payoneer Global Inc. NASDAQ: PAYO June 25, 2021 339,979 $ 4.47 FinTech Acquisition Corp. IV Perella Weinberg Partners NASDAQ: PWP June 24, 2021 204,562 $ 8.26 10X Capital Venture Acquisition Corp. REE Automotive Ltd. NASDAQ: REE July 22, 2021 440,427 $ 2.01
Corp. Archer Aviation Inc. NYSE: ACHR September 16, 2021 155,957 $ 4.12 Virtuoso Acquisition Corp Wejo Group Ltd. NASDAQ: WEJO November 18, 2021 275,362 $ 3.48 SPAC
Combination Target
Combination
Trading Symbol
Combination Closing Date
Allocable to
Solomon Cohen
of April 7, 2022 Athena Technology Acquisition Corp. Heliogen, Inc. NYSE: HLGN December 30, 2021 578,093 $ 4.97 Healthcare Capital Corp. Alpha Tau Medical Ltd. NASDAQ: DRTS March 7, 2022 138,098* $ 11.20 December 31, 2015a downward adjustment based on the amount ultimately allocated to Solomon Cohen by the SPAC sponsor."Second Extension"“Vellar GP”). In connectionSolomon Cohen is also the owner of 33.3% of the Vellar GP. The Vellar GP is the general partner of Vellar Opportunities Fund, LP (the “Onshore Feeder”) and Cohen & Company Financial Management, LLC is the investment manager or the Onshore Feeder as well as the Vellar Opportunities Fund Offshore, Ltd (the Offshore Feeder” collectively with the Second Extension,Onshore Feeder, the parties“Feeder Funds”) into Vellar Opportunities Fund Master, Ltd. (the “Vellar Master Fund”), an investment fund which primarily invests in the equity interests of SPACs and, in certain circumstances, SPAC sponsor entities, including SPACs sponsored by Cohen & Company, LLC, FinTech Masala, LLC (see note 31 to our consolidated financial statements included in the European Sale Agreement agreed that, if2021 Form 10-K for further information regarding Fintech Masala, LLC) and third parties. Subject to a loss carryforward provision, at the transaction was terminated in accordance with its terms prior toend of each fiscal year, the closing, then (i) Mr. Cohen would pay $600 in respect of a portionVellar GP and an affiliate of the legal and financial advisory fees and expenses incurred by us and the special committee of our Board of DirectorsInvestment Manager in connection with its services as the transaction since April 1, 2014general partner of the Onshore Feeder, and (ii) the Employment Agreement Amendment wouldInvestment Manager in connection with its services to the Offshore Feeder will be executed and would provide that, if Mr. Cohen's employmentpaid or allocated incentive consideration by the Vellar Master Fund. In 2021, the incentive consideration paid or payable by the Vellar Master Fund was terminated by IFMI, LLC without "Cause" or by Mr. Cohen with "Good Reason" (as such terms are defined$3,236 in the aggregate and Solomon Cohen Employment Agreement), the Minimum Severance Amount wouldwill be reduced from $3,000 to $1,000. The European Sale Agreement provides that either party may terminate the agreementdistributed, after December 31, 2015. On February 18, 2016, C&Co Europe Acquisition LLC provided notice to IFMI, LLC that it continues to evaluate the transaction. Although the Company believes that, given the passagepayment of time, there is a very low probability of this transaction closing in the future, given the potential value to the Company of the proposed transaction if it were to close and based on C&Co Europe Acquisition LLC's indication that it continues to evaluate its options, to date, the Company has not terminated the European Sale Agreement and the Company and IFMI, LLC continue to evaluate the transaction.Company'sCompany’s Code of Conduct (the "Code“Code of Conduct"Conduct”), unless approved or ratified by the Audit Committee, the Nominating and Corporate Governance Committee or a majority of the directors of the Company not having an interest in a Related Party Transaction (as defined below) (each an "Authorizing Body"“Authorizing Body”), nono: (a) employee, officer or director of the Company,Company; (b) member of the immediate family of any employee, officer or director of the Company,Company; (c) entity in which an employee, officer or director of the Company has an economic interest of more than 5% or a controlling interest,interest; or (d) affiliate of any of the foregoing (each a "Related Party"“Related Party”) may (i) enter into any transaction with the Company or any of its subsidiaries involving the acquisition or sale of any of the Company'sCompany’s or anysubsidiaries'subsidiaries’ assets or other property; (ii) enter into any transaction involving a loan to or from the Company or any of its subsidiaries; or (iii) enter into any other transaction with the Company or any of its subsidiaries (each a "Related“Related Party Transaction"Transaction”).Company'sCompany’s management to follow in its ongoing dealings with the Related Party. Thereafter, an Authorizing Body will periodically review and assess the ongoing relationships with the Related Party. Any material amendment, renewal or extension of a Related Party Transaction which has been previously reviewed and/or approved under the Code of Conduct will be subject to subsequent review and/or approval under the Code of Conduct. annual meeting other than those set forth in the Notice and described in this proxy statement. Should any other matter requiring a vote of the stockholders arise at the annual meeting, the persons named in the attached proxy will vote on such matter in their discretion.presented at the 2017 annual meetingincluded in our proxy statement and form of stockholdersproxy for our 2023 Annual Meeting of Stockholders must be received by our Secretary at our principal executive offices no later than July 14, 2017,December 15, 2022, unless the date of the meeting is changed by more than 30 calendar days from the one yearone-year anniversary date of this annual meeting,the 2022 Annual Meeting of Stockholders, and must satisfy the requirements of Rule 14a-8 under the Exchange Act.2017 annual meeting2022 Annual Meeting of stockholders,Stockholders, a proposal of a stockholder, including any proposed director nominations, must be received by our Secretary at our principal executive offices in the timeframe as provided in our Bylaws. To be timely, our Bylaws currently require that such a stockholder'sstockholder’s notice set forth all information required under Section 1.11 of our Bylaws and be delivered to our Secretary at our principal executive office not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year'syear’s annual meeting; provided, however, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year'syear’s annual meeting, notice by the stockholder to be timely must be delivered to our Secretary at our principal executive office not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Our Bylaws also currently provide that, in the event that our Board of Directors increases or decreases the maximum or minimum number of directors in accordance with our Bylaws, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of mailing of the notice of the preceding year'syear’s annual meeting, a stockholder'sstockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to our Secretary at our principal executive office not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Company.2015, as amended,2021 accompanies this proxy statement.The Company will furnish a copy of its Annual Report on Form 10-K for the year ended December 31, 2015, as amended,2021, free of charge, to each stockholder who forwards a written request to our Secretary, at Institutional Financial Markets,Cohen & Company Inc., Cira Centre, 2929 Arch Street, 17th Floor,Suite 1703, Philadelphia, Pennsylvania 19104. You also may access the EDGAR version of our Annual Report on Form 10-K (with exhibits) on our website athttp://www.ifmi.comwww.cohenandcompany.comand on the SEC'sSEC’s website athttp://www.sec.gov.SEC'sSEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC athttp://www.sec.gov.APPENDIX A12 TO THEINSTITUTIONAL FINANCIAL MARKETS,COHEN & COMPANY INC. INC.SECOND AMENDED AND RESTATED 20102020 LONG-TERM INCENTIVE PLAN12 TO THE INSTITUTIONAL FINANCIAL MARKETS,COHEN & COMPANY INC. SECOND AMENDED AND RESTATED 20102020 LONG-TERM INCENTIVE PLAN (this "“Amendment"”) by Institutional Financial Markets,Cohen & Company Inc., a Maryland corporation (the "“Company"”), is dated as of October 27, 2016March 29, 2022 (the "“Effective Date"”).Institutional Financial Markets,Cohen & Company Inc. Second Amended and Restated 20102020 Long-Term Incentive Plan, as amended (the "“Plan"”);deemshas deemed it in the best interests of the Company to amend the Plan, pursuant to Section 13 of the Plan, to increase the number of shares of the Company'sCompany’s common stock, par value $0.001$0.01 per share, available for Awards under the Plan from 7,080,0001,200,000 shares to 9,080,0001,900,000 shares, subject to Stockholder Approval (as defined below); andMKT LLC,American, the Company intends to submit this Amendment to the stockholders of the Company for approval ("(“Stockholder Approval"”) at the Company's 2016Company’s 2022 annual meeting of stockholders; andAMENDMENT 1.Amendment of Section 4.1(a). Upon Stockholder Approval of the Amendment, Section 4.1(a) is hereby stricken in its entirety and replaced with the following: "(a)9,080,000.1,900,000. Shares distributed under the Plan may be treasury Shares or authorized but unissued Shares. Any Shares that have been granted as Restricted Stock or that have been reserved for distribution in payment for Options, RSUs or other equity-based Awards but are later forfeited or for any other reason are not payable under the Plan may again be made the subject of Awards under the Plan." "4.29,080,0001,900,000 Shares may be granted under the Plan." In the event of any conflict between this Amendment and the Plan, the terms of this Amendment shall prevail. If it is determined that any of the provisions of this Amendment is invalid or unenforceable, the remainder of the provisions of this Amendment shall not thereby be affected and shall be given full effect, without regard to the invalid portions.Table of ContentsCOHEN & COMPANY INC.SECOND AMENDED AND RESTATEDINSTITUTIONAL FINANCIAL MARKETS, INC.20102020 LONG-TERM INCENTIVE PLAN Institutional Financial Markets,Company'sCompany’s business more successful whether directly or through Subsidiaries or other Affiliates. In furtherance thereof, the Second Amended and Restated Institutional Financial Markets,Cohen & Company Inc. 20102020 Long-Term Incentive Plan (this "Second Amended and Restated Plan"(the “Plan”) is designed to provide equity-based incentives to certain Eligible Persons. Awards under the Plan may be made to Eligible Persons in the form of Options (including Stock Appreciation Rights), Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights and other forms of equity based Awards as contemplated herein. WHEREAS, effective April 22, 2010, the Company adopted the 2010 Long-Term Incentive Plan (the "Original Plan"); WHEREAS, effective February 3, 2011, the Board amended the Original Plan (the "February 2011 Amendment") to reflect the change in the Company's name to "Institutional Financial Markets, Inc." and to increase the number of Shares available for Awards under the Original Plan from 1,580,000 Shares to 3,580,000 Shares; WHEREAS, effective April 18, 2011, the Board amended the Original Plan (together with the February 2011 Amendment, the "Amendment") to increase the number of Shares available for Awards under the Original Plan from 3,580,000 Shares to 4,580,000 Shares; WHEREAS, the stockholders of the Company approved the Amendment on June 7, 2011; WHEREAS, effective March 8, 2012, the Board amended and restated the Original Plan (as amended by the Amendment) in its entirety (as so amended and restated, the "Amended and Restated Plan") to reflect the amendments made by the Amendment to the Original Plan; and WHEREAS, the Board desires to amend and restate the Amended and Restated Plan in its entirety to, among other things and subject to approval by stockholders of the Company of this Second Amended and Restated Plan, increase the number of Shares (i) available for Awards under the Plan from 4,580,000 Shares to 7,080,000 Shares; (ii) that may underlie Options granted under the Plan in any calendar year to any Eligible Person from 500,000 Shares to 3,000,000 Shares; and (iii) that may underlie Awards, other than Options, granted under the Plan in any calendar year to any Eligible Person from 500,000 Shares to 3,000,000 Shares. "Affiliate""Affiliate"“Affiliate” by the Committee in its discretion. "Award" "Award Agreement" "Board"“Board” means the Board of Directors of the Company. "Cause"Participant'sParticipant’s Award Agreement (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of the Company, Subsidiaries or Affiliates; (iii) the commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company, Subsidiaries, or Affiliates; (iv) fraud, misappropriation or embezzlement; (v) acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the Participant; (vi) any illegal act detrimental to the Company, Subsidiaries or Affiliates; (vii) repeated failure to devote substantially all of the Participant'sParticipant’s business time and efforts to the Company, Subsidiaries, or Affiliates if required by the Participant'sParticipant’s employment agreement; or (viii) the Participant'sParticipant’s failure to competently perform his duties after receiving notice from the Company, a Subsidiary, or Affiliate, specifically identifying the manner in which the Participant has failed to perform; provided, however, that, if at any particular time the Participant is subject to an effective employment agreement with the Company, a Subsidiary or Affiliate, then, in lieu of the foregoing definition, "Cause"“Cause” shall at that time have such meaning as may be specified in such employment agreement. "ChangeControl"Control” means the happening of any of the following:"person,"“person,” including a "group" (as“group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), but excluding Daniel G. Cohen, Christopher Ricciardi,any member of Daniel G. Cohen’s immediate family, the DGC Family Fintech Trust, the Company, IFMI,Cohen & Company, LLC, any entity or person controlling, controlled by or under common control with Daniel G. Cohen, Christopher Ricciardi,any member of Daniel G. Cohen’s immediate family, the DGC Family Fintech Trust, the Company, IFMI,Cohen & Company, LLC, any employee benefit plan of the Company, IFMI,Cohen & Company, LLC or any such entity, and any "group" (as“group” (as such term is used in Section 13(d)(3) of the Exchange Act) of which the any of the foregoing persons or entities is a member), is or becomes the "beneficial owner" (as“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of either (A) the combined voting power of the Company'sCompany’s then outstanding securities or (B) the then outstanding Common Stock (in either such case other than as a result of an acquisition of securities directly from the Company, IFMI,Cohen & Company, LLC orCompany'sCompany’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as“persons” (as defined above) in substantially the same proportion as their ownership of the Company immediately prior to such sale or (B) the approval by stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or"Incumbent Directors"“Incumbent Directors”) cease for any reason other than due to death to constitute at least a majority of the members of the Board of Directors of theCompany'sCompany’s stockholders, was approved by a vote of at least a majority of the members of the Board of Directors of the Company then still in office who were members of the Board of Directors of the Company at the beginning of such 24-calendar-month period, shall be deemed to be an Incumbent Director."Change“Change in Control"Control” shall at that time have such meaning as may be specified, in such employment agreement, with respect to the Company."change“change in the ownership"ownership”, "change“change in effective control"control” or "change“change in the ownership of a substantial portion of the assets"assets” of the Company, as such terms are defined in Treasury Regulations § 1.409A-3 (or other applicable guidance issued under Section 409A of the Code) then such event shall not be deemed a Change in Control to the extent that it would result in the imposition of the 20% excise tax as set forth in Section 409A(a)(1)(B). Such event may however, continue to constitute a Change in Control to the extent possible (e.g., vesting without an acceleration of distribution) without causing the imposition of such 20% tax. "Code" "Committee" "Common Stock"Company'sCompany’s Common Stock, par value $.001 per share, either currently existing or authorized hereafter. "Company"Institutional Financial Markets,Cohen & Company Inc., a Maryland corporation. "Director" "Disability"Participant'sParticipant’s Award Agreement, a disability which renders the Participant incapable of performing all of his or her duties for a period of at least 180 consecutive or non-consecutive days during any consecutive twelve-month period. Notwithstanding the foregoing, no circumstances or condition shall constitute a Disability to the extent that, if it were, a 20% tax would be imposed under Section 409A of the Code; provided that, in such a case, the event or "DividendRight"Right” means a right awarded under Section 8 to receive (or have credited) the equivalent value of dividends paid on Common Stock. "Eligible Person" "Exchange Act" "Fair“Fair Market Value"Value” per Share as of a particular date means (i) if Shares are then listed on a national securities exchange, the closing sales price per Share on the exchange for the last preceding date on which there was a sale of Shares on such exchange, as determined by the Committee, (ii) if Shares are not then listed on a national securities exchange but are then traded on an over-the-counter market, the average of the closing bid and asked prices for the Shares in such over-the-counter market for the last preceding date on which there was a sale of such Shares in such market, as determined by the Committee, or (iii) if Shares are not then listed on a national securities exchange or traded on an over-the-counter market, such value as the Committee in its discretion may in good faith determine; provided that, where the Shares are so listed or traded, the Committee may make such discretionary determinations where the Shares have not been traded for 10 consecutive trading days. "Grantee" "IncentiveOption"Option” means an "incentive“incentive stock option"option” within the meaning of Section 422(b) of the Code. "Non-QualifiedOption"Option” means an Option which is not an Incentive Stock Option. "Option" "Optionee" "Option Price" "Participant" "Performance Goals" "Plan"Company's 2010Company’s 2020 Long-Term Incentive Plan, as set forth herein and as the same may from time to time be amended. "Restricted Stock" "RestrictedUnit"Unit” or "RSU"“RSU” means a right, pursuant to the Plan, of the Grantee to payment of the RSU Value. "RSU"” per RSU, means the Fair Market Value of a Share or, if so provided by the Committee, such Fair Market Value to the extent in excess of a base value established by the Committee at the time of grant. "Retirement"Participant'sParticipant’s Award Agreement, the Termination of Service (other than for Cause) of a Participant on or after the Participant'sParticipant’s attainment of age 65 or on or after the Participant'sParticipant’s attainment of age 55 with five consecutive years of service with the Company, Subsidiaries or Affiliates. "Securities Act" "Settlement Date" "Shares" "StockRight"Right” means an Option described in Section 5.7. "Subsidiary"subsidiary.the Company. In the event the Company becomes such a subsidiary of another company (directly or indirectly), the provisions hereof applicable to subsidiaries shall, unless otherwise determined by the Committee, also be applicable to such parent company. "SuccessorOptionee"Optionee” means the legal representative of the estate of a deceased Optionee or the person or persons who shall acquire the right to exercise an Option by bequest or inheritance or by reason of the death of the Optionee. "Termination Event" "TerminationService"Service” means a Participant'sParticipant’s termination of employment or other service (as a consultant or otherwise), as applicable, with the Company, Subsidiaries and Affiliates.22, 2010.7, 2020. The Plan shall terminate on, and no Award shall be granted hereunder on or after, the 10-year anniversary of the earlier of the approval of the Plan by (i) the Board or (ii) the stockholders of the Company; provided, however, that the Board may at any time prior to that date terminate the Plan."nonemployee director"“nonemployee director” as defined in Rule 16b-3 as promulgated by the Securities and Exchange Commission ("(“Rule 16b-3"16b-3”) under the Exchange Act and shall, at such times as the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards), qualify as "outside directors"“outside directors” for purposes of Section 162(m) of the Code; provided that no action taken by the Committee (including, without limitation, grants) shall be invalidated because any or all of the members of the Committee fails to satisfy the foregoing requirements of this sentence. The acts of a majority of the members present at any meeting of the Committee at which a quorum is present, or acts approved in writing by a majority of the entire Committee, shall be the acts of the Committee for purposes of the Plan. If and to the extent applicable, no member of the Committee may act as to matters under the Plan specifically relating to such member. Notwithstanding the other foregoing provisions of this Section 3(a), any Award under the Plan to a person who is a member of the Committee shall be made and administered by the Board. If no Committee is designated by the Board to act for these purposes, the Board shall have the rights and responsibilities of the Committee hereunder and under the Award Agreements.Person'sPerson’s present and potential4,580,000 Shares; provided, that this amount shall automatically, with no further action, increase to 7,080,000 Shares effective upon approval of this Second Amended and Restated Plan by the Company's stockholders. The maximum number of Shares that may underlie Options granted in any calendar year to any Eligible Person, shall not exceed 500,000 Shares; provided, that this amount shall automatically, with no further action, increase to 3,000,000 Shares effective upon approval of this Second Amended and Restated Plan by the Company's stockholders. The maximum number of Shares that may underlie Awards, other than Options, granted in any calendar year to any Eligible Person, shall not exceed 500,000 Shares; provided, that this amount shall automatically, with no further action, increase to 3,000,000 Shares effective upon approval of this Second Amended and Restated Plan by the Company's stockholders.600,000. Shares distributed under the Plan may be treasury Shares or authorized but unissued Shares. Any Shares that have been granted as Restricted Stock or that have been reserved for distribution in payment for Options, RSUs or other equity-based Awards but are later forfeited or for any other reason are not payable under the Plan may again be made the subject of Awards under the Plan.4,580,000600,000 Shares may be granted under the Plan; provided, that this amount shall automatically, with no further action, increase to 7,080,000 Shares effective upon approval of this Second Amended and Restated Plan by the Company's stockholders.Plan.OPTIONSOPTIONS..Optionee'sOptionee’s Options, if and to the extent otherwise exercisable hereunder or under the applicable Award Agreement after the Optionee'sOptionee’s death, may be exercised by the Successors of the Optionee.Optionee'sOptionee’s Options, to the extent then unexercised, shall thereupon cease to be exercisable and shall be forfeited forthwith.Committee'sCommittee’s discretion hereunder, the Committee may impose such other restrictions on the exercise of Options (whether or not in the nature of the foregoing restrictions) as it may deem necessary or appropriate.cashier'scashier’s check;cashier'scashier’s check, the Committee may impose limitations and prohibitions on the exercise of Options as it deems appropriate, including, without limitation, any limitation or prohibition designed to avoid accounting consequences which may result from the use of Common Stock as payment upon exercise of an Option.Optionee'sOptionee’s exercise that is accepted by the Company shall in the discretion of the Committee be paid in cash.Company'sCompany’s stockholders.Company'sCompany’s stockholders."subsidiary corporation"“subsidiary corporation” or a "parent“parent corporation,"” as each is defined in Section 424(f) of the Code, with respect to the Company. The aggregate Fair Market Value, determined as of the date an Option is granted, of the Common Stock for which any Optionee"book entry" (by“book entry” (by computerized or manual entry) shall be made in the records of the Company (or, if applicable, the Company'sCompany’s transfer agent) to evidence an award of Shares of Restricted Stock."book entry"“book entry” form in accordance with Section 6.2(a), each Grantee of Restricted Stock shall be issued a stock certificate in respect of Shares of Restricted Stock awarded under the Plan. Each such certificate shall be registered in the name of the Grantee. Without limiting the generality of Section 4.1(c), the certificates for Shares of Restricted Stock issued hereunder may include any legend which the Committee deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement, or asINSTITUTIONAL FINANCIAL MARKETS,COHEN & COMPANY INC. 20102020 LONG-TERM INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND INSTITUTIONAL FINANCIAL MARKETS,COHEN & COMPANY INC. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF INSTITUTIONAL FINANCIAL MARKETS,COHEN & COMPANY INC. AT CIRA CENTRE, 2929 ARCH STREET, 17th FLOOR,SUITE 1703, PHILADELPHIA, PENNSYLVANIA 19104."Settlement Date"“Settlement Date” with respect to an RSU is the first day of the month to follow the date on which the RSU vests; provided that a Grantee may elect, in accordance with procedures to be established by the Committee, that such Settlement Date will be deferred as elected by the Grantee to the first day of the month to follow the Grantee'sGrantee’s Termination of Service, or such other time as may be permitted by the Committee. Unless otherwise determined by the Committee, elections under this Section 7.4(c) must, except as may otherwise be permitted under the rules applicable under Section 409A of the Code, (A) be effective at least oneGrantee'sGrantee’s death."Unforeseeable“Unforeseeable Emergency."” For these purposes, an "Unforeseeable“Unforeseeable Emergency,"” as determined by the Committee in its sole discretion, is a severe financial hardship to the Grantee resulting from a sudden and unexpected illness or accident of the Grantee or "dependent,"“dependent,” as defined in Section 152(a) of the Code, of the Grantee, loss of the Grantee'sGrantee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Grantee. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved:Grantee'sGrantee’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or(c)7.4(c).Grantee'sGrantee’s child to college or the desire to purchase a home shall not constitute an Unforeseeable Emergency. Distributions of amounts because of an Unforeseeable Emergency shall be permitted to the extent reasonably needed to satisfy the emergency need. (b) Grantee'sGrantee’s death, payments hereunder (if any) shall be made to the Grantee'sGrantee’s estate. If a Grantee with a vested RSU dies, such RSU shall be settled and the RSU Value in respect of such RSUs paid, and any payments deferred pursuant to an election under Section 7.4(c) shall be acceleratedGrantee'sGrantee’s beneficiary or estate, as applicable.(subject (subject to Section 8.4) to receive a cash payment in an amount equal to the dividend distributions paid on a Share from time to time.AWARDSAWARDS..intended to qualify for an exception from the limitation imposed by Section 162(m) of the Code ("Performance-Based Awards"), (i) establish one or more performance goals ("(“Performance Goals"Goals”) as a precondition to the issuance or vesting of Awards, and (ii) provide, in connection with the establishment of the Performance Goals, for predetermined Awards to those Participants (who continue to meet all applicable eligibility requirements) with respect to whom the applicable Performance Goals are satisfied. The Performance Goals shall be based upon the criteria set forth in Exhibit A hereto which is hereby incorporated herein by reference as though set forth in full. The Performance Goals shall be established in a timely fashion such that they are considered preestablished for purposes of the rules governing performance-based compensation under Section 162(m) of the Code. Prior to the award or vesting, as applicable, of affected Awards hereunder, the Committee shall have certified that any applicable Performance Goals, and other material terms of the Award, have been satisfied. Performance Goals which do not satisfy the foregoing provisions of this Section 10 may be established by the Committee with respect to Awards not intended to qualify for an exception from the limitations imposed by Section 162(m) of the Code.Company'sCompany’s obligation to withhold federal, state or local income or other taxes incurred by reason of (i) the exercise of any Option, (ii) the lapsing of any restrictions applicable to any Restricted Stock, (iii) the receipt of a distribution in respect of RSUs or Dividend Equivalent Rights or (iv) any other applicable income-recognition event (for example, an election under Section 83(b) of the Code).Participant'sParticipant’s satisfaction of any tax-withholding requirements imposed by the Committee shall be a condition precedent to the Company'sCompany’s obligation as may otherwise be provided hereunder to provide Shares to the Participant and to the release of any restrictions as may otherwise be provided hereunder, as applicable; and the applicable Option, Restricted Stock, RSUs or Dividend Equivalent Rights shall be forfeited upon the failure of the Participant to satisfy such requirements with respect to, as applicable, (i) the exercise of the Option, (ii) the lapsing of restrictions on the Restricted Stock (or other income-recognition event) or (iii) distributions in respect of any RSU or Dividend Equivalent Right.Committee'sCommittee’s interpretation shall not be entitled to deference on and after a Termination Event except to the extent that such interpretations are made exclusively by members of the Committee who are individuals who served as Committee members before the Termination Event; and (iii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee, except as provided in clause (ii) of the foregoing sentence, shall be final and binding upon all persons. Unless otherwise expressly provided hereunder, the Committee, with respect to any grant, may exercise its discretion hereunder at the time of the Award or thereafter. The Board may amend the Plan as it shall deem advisable, except that no amendment may adversely affect a Participant with respect to an Award previously granted without such Participant'sParticipant’s written consent unless such amendments are required in order to comply with applicable laws; provided, however, that the Plan may not be amended without stockholder approval in any case in which amendment in the absence of stockholder approval would cause the Plan to fail to comply with any applicable legal requirement or applicable exchange or similar rule.STRUCTURESTRUCTURE..Participants'Participants’ rights hereunder (including under their Award Agreements) so that they are substantially in their respective Options, RSUs and Dividend Equivalent Rights substantially proportionate to the rights existing in such Options, RSUs and Dividend Equivalent Rights prior to such event, including, without limitation, adjustments in (A) the number of Options, RSUs and Dividend Equivalent Rights (and other Awards under Section 9) granted, (B) the number and kind of shares or other property to be distributed in respect of Options, RSUs and Dividend Equivalent Rights (and other Awards under Section 9 as applicable), (C) the Option Price and RSU Value, and (D) performance-based criteria established in connection with Awards (to the extent consistent with Section 162(m) of the Code, as applicable);Awards; provided that, in the discretion of the Committee, the foregoing clause (D) may also be applied in the case of any event relating to a Subsidiary if the event would have been covered under this Section 14(a) had the event related to the Company.Company'sCompany’s stockholders: (i) the Option Price, with respect to an Option, or grant price, with respect to a Stock Appreciation Right, may not be reduced below the price established at the time of grant thereof and (ii) an outstanding Option or Stock Appreciation Right may not be cancelled and replaced with a new Award with a lower exercise or grant price.individual'sindividual’s employment or other service at any time.claimant'sclaimant’s claim is not approved, specific reasons for the decision and specific references to the Plan provisions on which the decision is based.Grantee'sGrantee’s right in the RSUs and any such other devices is limited to the right to receive payment, if any, as may herein be provided.person'sperson’s duties, responsibilities and obligations under the Plan, to the maximum extent permitted by law, other than such liabilities, costs and expenses as may result from the gross negligence, bad faith, willful misconduct or criminal acts of such persons. intended to qualify as "performance based" compensation under Section 162(m) of the Code, may be payable upon the attainment of objective performance goals that are established by the Committee and relate to one or more Performance Criteria, in each case on specified date or over any period, up to 10 years, as determined by the Committee. Performance Criteria may (but need not) be based on the achievement of the specified levels of performance under one or more of the measures set out below relative to the performance of one or more other corporations or indices. (to the extent consistent with the Performance-Based Compensation Rules (as defined below)) the attainment by a Participant of one or more personal objectives and/or goals that the Committee deems appropriate, including, but not limited to, implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans for the Company, or the exercise of specific areas of managerial responsibility. "Performance-Based Compensation Rules" shall mean those provisions of Section 162(m) of the Code and regulations promulgated thereunder that provide the rules pursuant to which compensation that is paid to executives on the basis of performance is exempt from the limitations on deductibility applicable to certain compensation paid to executives in excess of $1,000,000. The measurement of the Company's or a Participant's achievement of any of such goals must be objectively determinable and shall be determined, to the extent applicable, according to generally accepted accounting principles as in existence on the date on which the Performance Goals for the performance period is established. In all cases, the Committee shall establish the Performance Goal for each performance period no later than 90 days after the beginning of the performance period (or no later than the end of the first 25% of the performance period if the performance period is less than a full year), and shall establish such Performance Goals in a manner that is consistent with the Performance-Based Compensation Rules. In the event a Performance Goal is not established for a performance period for a Participant for whom a Performance Goal was in effect for the preceding performance period, the Performance Goal for such Participant for the preceding performance period shall be treated as the Performance Goal for such Participant for the current performance period. The use of a performance period that is less than a full year shall not require any reduction to the limitations on maximum permitted bonus payments under the Plan or require that less than a Participant's full annual base salary be taken into account in determining bonuses payable or limits on payments. To the extent specified by the Committee in an Award or by other action taken by the Committee at the time Performance Goals for a performance period are established, the measurement of specified performance goals may be subject to adjustment to exclude items of gain, loss or expense that are determined to be extraordinary or unusual in nature, infrequent in occurrence, related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change in accounting principles, all as determined in accordance with standards published by the Financial Accounting Standards Board (or any predecessor or successor body) from time to time. In addition, equitable adjustments will be made to any performance goal related to Company stock (e.g., earnings per share) to reflect changes in corporate capitalization, including, without limitation, stock splits and reorganizations.Page1.DEFINITIONSA-22.EFFECTIVE DATE AND TERMINATION OF
COHEN & COMPANY INC. INC.
2020 LONG-TERM INCENTIVE PLANA-63.ADMINISTRATION OF PLANA-64.SHARES AND UNITS SUBJECT TO THE PLANA-75.PROVISIONS APPLICABLE TO STOCK OPTIONSA-86.PROVISIONS APPLICABLE TO RESTRICTED STOCKA-117.PROVISIONS APPLICABLE TO RESTRICTED STOCK UNITSA-138.PROVISIONS APPLICABLE TO DIVIDEND EQUIVALENT RIGHTSA-159.OTHER EQUITY-BASED AWARDSA-1610.PERFORMANCE GOALSA-1611.TAX WITHHOLDINGA-1612.REGULATIONS AND APPROVALSA-1713.INTERPRETATION AND AMENDMENTS; OTHER RULESA-1814.CHANGES IN CAPITAL STRUCTUREA-1915.MISCELLANEOUSA-20 EXHIBIT AA-23&and Proxy Statement and The2021 Annual Report on Form 10-K are available at www.proxyvote.com.M97050-P70292INSTITUTIONAL FINANCIAL MARKETS, INC.THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FORTHE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ONDECEMBER 21, 2016 ATwww.proxyvote.com.D78154-P73617COHEN & COMPANY INC.Annual Meeting of StockholdersJune 2, 2022 at 10:00 A.M., LOCAL TIMETheEastern TimeThis proxy is solicited by the Board of DirectorsThe undersigned stockholder of INSTITUTIONAL FINANCIAL MARKETS,COHEN & COMPANY INC., a Maryland corporation (the “Company”"Company"), hereby appoints JosephappointsJoseph W. Pooler, Jr. and Douglas Listman, and each of them, as proxies for the undersigned with full power of substitution in each of them, to attend the 20162022 Annual Meeting of Stockholders to be held on December 21, 2016June 2, 2022 at 10:00 a.m.A.M., local time,Eastern Time, via the Internet at the offices of Duane Morris LLP, located at 1540 Broadway, New York, New York 10036,www.virtualshareholdermeeting.com/COHN2022, and any adjournments or postponements thereof, to cast on behalf of the undersigned all votes which the undersigned would be entitled to cast at the meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting.Whether or not you expect to attend in person, we urge you to authorize your proxy by phone, via the Internet, or by signing, dating, and returning this proxy card at your earliest convenience. This will help to ensure the presence of a quorum at the meeting. Promptly authorizing your proxy will save the Company the expense and extra work of additional solicitation. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to authorize your proxy by mail. Submitting your proxy now will not prevent you from voting the shares at the meeting if you desire to do so, as your vote by proxy is revocable at your option.Address Changes/Comments:(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)Continuedmeeting.THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS DIRECTED. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS INDICATED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THE ELECTION OF MESSRS. COHEN, DAWSON, DIMAIO AND HARABURDA AND MS. LIBERTO AND FOR PROPOSALS 2, 3 AND 4.Continued and to be signed on reverse sideINSTITUTIONAL FINANCIAL MARKETS, INC.CIRA CENTRE2929 ARCH STREET - 17TH FLOORPHILADELPHIA, PA 19104VOTE BY INTERNET - www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Standard Time the day before the cut-off date or 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.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Standard Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, 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:M97049-P70292KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.INSTITUTIONAL FINANCIAL MARKETS, INC.ForAllWithholdAllFor AllExceptThe Board of Directors recommends you vote FOR the following:1. Election of DirectorsoooTo 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.Nominees:01) Daniel G. Cohen02) Thomas P. Costello03) G. Steven Dawson04) Jack J. DiMaio, Jr.05) Jack Haraburda06) Diana Louise Liberto07) James J. McEntee, III08) Neil S. SubinThe Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain2. To approve Amendment No. 1 to the Company’s Second Amended and Restated 2010 Long-Term Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder from 7,080,000 shares to 9,080,000 shares.ooo3. To approve, on an advisory basis, the compensation of the named executive officers of the Company, as disclosed in the proxy statement.ooo4. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.oooNOTE: In their discretion, the proxies are authorized to vote upon such other matters which may properly come before the annual meeting or any adjournments or postponements thereof.THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS DIRECTED.IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS INDICATED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” THE ELECTION OF MESSRS. COHEN, COSTELLO, DAWSON, DIMAIO, HARABURDA, MCENTEE AND SUBIN AND MS. LIBERTO, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3 AND “FOR” PROPOSAL 4.For address changes and/or comments, please check this box and write them on the back where indicated. oPlease indicate if you plan to attend this meeting.ooYesNoPlease 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]DateSignature (Joint Owners)Date