Cohen & Company (COHN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, to be held virtually, with voting available online, by phone, or by mail.

• Record date for voting is April 10, 2025; only holders of common stock, Series E, and Series F Voting Non-Convertible Preferred Stock as of this date may vote.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Approval of Amendment No. 3 to the 2020 Long-Term Incentive Plan, increasing authorized shares from 1,900,000 to 2,500,000.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of such votes, with the board recommending a three-year interval.

• Ratification of Grant Thornton LLP as independent registered public accounting firm for 2025.

• No appraisal rights are associated with any proposal.

Board of directors and corporate governance

• Board consists of five nominees: Daniel G. Cohen, G. Steven Dawson, Jack J. DiMaio, Jr., Jack Haraburda, and Diana Louise Liberto.

• Three directors are independent; separation of Chairman and CEO roles.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Code of Business Conduct and Ethics in place; waivers require board approval.