SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
New York, NY 10004
![[MISSING IMAGE: sg_dennispmcnamara-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/sg_dennispmcnamara-bw.jpg)
Secretary
March 14, 2025
https://www.oppenheimer.com/about-us/investor-relations/index.aspx.
Oppenheimer Holdings Inc.
85 Broad Street, 22nd Floor
New York, NY 10004
(212) 668-8000
[email protected]
|
Evan Behrens
Age: 55
Independent
|
| |
Mr. Behrens joined the Board in 2016. Mr. Behrens is currently the Managing Member of Behrens Investment Group LLC, an investment firm. He became a board member of Hornbeck Offshore Services, Inc., a supplier of offshore transport services, in July 2020. He also served on the board of Harte Hanks, Inc., a global marketing firm, from 2019 to 2021. Additionally, he served as a board member of Sidewinder Drilling LLC, a land based oil rig operator, from 2017 to 2018 and SEACOR Marine Holdings Inc., an offshore oil and gas provider, since 2017. From 2009 to 2017, Mr. Behrens was a Senior Vice President with SEACOR Holdings Inc., a global provider of equipment and services supporting the offshore oil and gas and marine transportation industries that he initially joined in 2008. From 2012 to 2017, he was Chairman of the Board of Trailer Bridge, Inc., a Jones Act container company. Additionally, he served as a board member of Penford Corporation from 2013 to 2015, a board member of Global Marine Systems from 2014 to 2015, and a board member of Continental Insurance Group, Ltd. from 2016 until 2017. From 2006 to 2007, he was a Portfolio Manager and Partner at Level Global Investors, a New York-based hedge fund. Mr. Behrens has a B.A. degree from the University of Chicago. The Company believes that Mr. Behrens’ qualifications to serve on the Board include the extensive experience that he has gained through his key roles with several other significant businesses, including his experience as a Board Chairman, as well as his demonstrated management, financial and business development skills and acumen. He is a member of the Audit, Compliance and Nominating and Corporate Governance Committees.
|
|
Board and Committees
|
| |
Attendance
|
|
| | | Overall attendance: 100% | |
Board | | | 7 of 7 | |
Audit | | | 5 of 5 | |
Compliance | | | 4 of 4 | |
Nominating and Corporate Governance | | | 2 of 2 | |
|
Timothy M. Dwyer
Age: 63
Independent
|
| |
Mr. Dwyer joined the Board in 2016. He is the founder, former CEO and Chairman of Entitle Direct Group, Inc., a title insurance company. Prior to founding Entitle Direct Group, Inc. in 2006, Mr. Dwyer served as Managing Director at the investment banking firm of Greenhill & Company from 2002 to 2005, specializing in the insurance industry. He previously held a similar position at Donaldson, Lufkin & Jenrette as a Managing Director specializing in the insurance sector from 1993 to 2001. Mr. Dwyer was also a Vice President at Salomon Brothers Inc., an investment bank, from 1987 to 1993, and he was a certified public accountant with Arthur Andersen & Co. in Illinois from 1983 to 1985. He has over 40 years of experience in the financial services industry, and brings significant financial, accounting and insurance knowledge to the Company, as well as demonstrable entrepreneurial, compliance and advisory skills. Mr. Dwyer has an MBA from the University of Chicago and a Bachelor of Science in Accountancy from the University of Illinois. He is the Chair of the Audit Committee and a member of the Compensation and the Compliance Committees.
|
|
Board and Committees |
| | Attendance Overall attendance: 100% |
|
Board | | | 7 of 7 | |
Audit | | | 5 of 5 | |
Compensation | | | 2 of 2 | |
Compliance | | | 4 of 4 | |
|
Paul M. Friedman
Age: 69
Independent
|
| |
Mr. Friedman joined the Board in 2015. Mr. Friedman spent 27 years at Bear Stearns & Co. Inc., a financial services firm, from 1981 to 2008, most recently holding the position of Chief Operating Officer of the Fixed Income Division. From 2008 to 2009, Mr. Friedman was a Managing Director responsible for business development at Mariner Investment Group, LLC, an investment advisory firm. From 2009 to 2015, Mr. Friedman was Senior Managing Director and Chief Operating Officer of Guggenheim Securities LLC, a financial services firm. Mr. Friedman brings extensive operational and risk management experience to the Company as well as a deep knowledge of the financial services industry. Mr. Friedman is the Lead Director, the Chair of the Compliance Committee and a member of the Compensation and Nominating and Corporate Governance Committees.
|
|
Board and Committees |
| | Attendance Overall attendance: 100% |
|
Board | | | 7 of 7 | |
Compensation | | | 2 of 2 | |
Compliance | | | 4 of 4 | |
Nominating and Corporate Governance | | | 2 of 2 | |
|
Teresa A. Glasser
Age: 65
Independent
|
| |
Ms. Glasser joined the Board in May 2018. She is the Data Strategy and Analytics Principal at FRG, a risk and data consulting firm, since 2017. She has been an independent board member of Global Legal Entity Identifier Foundation (GLEIF) since 2021, Chair since 2023, and serves on the Federal Advisory Committee for the Office of Financial Research, US Treasury, since 2023. Ms. Glasser was an independent consultant from 2016 to 2017. She was Managing Director at JPMorgan Chase from 2013 to 2016, leading the firm’s Capital Stress Testing Analytics and then served as Chief Data Officer for the Asset and Wealth Management Division. She was Deputy Director of the Office of Financial Research (US Treasury) from 2011 to 2013. Ms. Glasser was the Chief Risk Officer for Bunge Ltd. from 2007 to 2010. She managed risk and analytics teams at Credit Suisse First Boston Inc. from 2002 to 2005, and at Merrill Lynch Pierce Fenner & Smith Inc. from 1987 through 1998 and in 2001. She led financial services teams at IBM Corp. from 2002 to 2005, and KPMG LLP from 1999 through 2000. Ms. Glasser was Assistant Professor of Finance at Rutgers University from 1984 to 1986 and Bentley College from 1986 to 1987. She has a PhD and MA in Economics from Fordham University and a BS from Fairleigh Dickinson University. Ms. Glasser brings to the Company her deep knowledge and experience in risk management, data, and technology and is a member of the Audit and Compliance Committees.
|
|
Board and Committees |
| | Attendance Overall attendance: 100% |
|
Board | | | 7 of 7 | |
Audit | | | 5 of 5 | |
Compliance | | | 4 of 4 | |
|
Stacy J. Kanter
Age: 66
Independent
|
| |
Ms. Kanter joined the Board in October 2023. She has been an independent board member of Applied Therapeutics, Inc., a biopharmaceutical company, since 2019, and she is the former Head of the Global Capital Markets practice at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden Arps”), where she was a partner until 2019. At Skadden Arps, she led the strategy and operations of the Global Capital Markets practice across the US, Asia, Europe and Latin America and was responsible for business development, client relationship management, risk assessment and talent development. Additionally, she advised corporate and private equity clients on financing and liability management transactions, corporate restructurings and mergers and acquisitions. She has also served on the board of directors of a number of non-profit organizations, including the New York Law Institute. She has extensive experience with securities offerings, leveraged transactions and other complex capital structures. She was a law clerk for Honorable Raymond J. Dearie of the United States District Court, Eastern District of New York, from 1986 to 1987. Ms. Kanter brings significant legal knowledge and experience in capital markets, corporate governance, and risk management to the Board. She earned her J.D. from Brooklyn Law School and her B.S. from the University at Albany Massry School of Business. Ms. Kanter is the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation and Compliance Committees.
|
|
Board and Committees |
| | Attendance Overall attendance: 100% |
|
Board | | | 7 of 7 | |
Compensation | | | 1 of 1 | |
Compliance | | | 4 of 4 | |
Nominating and Corporate Governance | | | 2 of 2 | |
|
Albert G. Lowenthal
Age: 79
Not Independent
|
| |
Mr. Lowenthal joined the Board in 1985. Mr. Lowenthal is Chairman of the Board and Chief Executive Officer of the Company, positions he has held since 1985. Mr. Lowenthal has worked in the securities industry since 1967. Mr. Lowenthal’s extensive experience in the securities industry and as Chief Executive Officer of our Company gives him unique insights into the Company’s challenges, opportunities and operations. Since his arrival at the Company, Mr. Lowenthal has built the Company through acquisition and organic growth taking stockholders’ equity from $5 million to $850 million at December 31, 2024. Mr. Lowenthal is R.S. Lowenthal’s father.
|
|
Board and Committees |
| | Attendance Overall attendance 100% |
|
Board | | | 7 of 7 | |
|
Robert S. Lowenthal
Age: 48
Not Independent
|
| |
Mr. Lowenthal joined the Company in 1999 and has been a member of the Board since May 2013. He has held several roles within the Company, including Global Head of Fixed Income, whereby he had overall responsibility for sales, trading, research, Public Finance and Debt Capital Markets. Subsequently, in 2016, he became Head of the Company’s Investment Banking business. In 2021, Mr. Lowenthal was appointed President of the Company, and he continues to serve as the Head of the Investment Banking business, leading the division responsible for delivering capital raising and advisory services to privately-held and publicly-traded companies, investment funds and government entities. Mr. Lowenthal is Chairman of the Oppenheimer & Co. Inc. Management Committee and Co-Chairman of its Risk Management Committee and is a member of several other internal committees, through which he drives the Company’s agenda for growth, as well as balancing operational and financial risk. Mr. Lowenthal has an undergraduate degree from Washington University in St. Louis and an MBA from Columbia University. Mr. Lowenthal’s insights into the business of the Company provide perspective to the Board discussions important to the oversight of the Company’s strategic direction, financial reporting and enterprise and operational risk management. Mr. Lowenthal is A.G. Lowenthal’s son.
|
|
Board and Committees |
| | Attendance Overall attendance 100% |
|
Board | | | 7 of 7 | |
|
R. Lawrence Roth
Age: 67
Independent
|
| |
Mr. Roth joined the Board in July 2018. Mr. Roth’s career has spanned over three decades during which he has been an operator of companies, a dealmaker, a strategic advisor and a successful entrepreneur. Mr. Roth is currently the Managing Partner of RLR Strategic Partners LLC, a consulting company, a position that he has held since October 2016. He became Lead Independent Director of Kingswood Acquisition Corp., a special purpose acquisition company, in October 2020 and resigned as of March 14, 2024. Prior to that, from May 2014 to September 2016, Mr. Roth served as Chief Executive Officer of Cetera Financial Group, the nation’s second largest network of independent broker-dealers, with over 9,000 financial advisors supporting approximately two million retail clients and over $200 billion in advisory and brokerage assets. Prior to that, from September 2013 to May 2014, Mr. Roth served as the Chief Executive Officer of Realty Capital Securities, a financial services firm engaged in the independent wealth management business. From January 2006 to September 2013, Mr. Roth was Chief Executive Officer of AIG Advisors Group, one of the largest networks of independent broker-dealers in the country. He started his career as an accountant at Deloitte & Touche, where he become a Certified Public Accountant. Mr. Roth has an undergraduate degree from Michigan State University and a J.D. from the University of Detroit School of Law. He is also a graduate of the Owner/President Management Program at Harvard University’s Graduate School of Business Administration. He is the Chair of the
|
|
| | | |
Compensation Committee and a member of the Compliance and Nominating and Corporate Governance Committees.
|
|
Board and Committees |
| | Attendance Overall attendance 100% |
|
Board | | | 7 of 7 | |
Compensation | | | 2 of 2 | |
Compliance | | | 4 of 4 | |
Nominating and Corporate Governance | | | 2 of 2 | |
|
Suzanne E. Spaulding
Age: 68
Independent
|
| |
Ms. Spaulding joined the Board in March 2024. She currently serves as Senior Adviser at the Center for Strategic and International Studies as of 2018. Throughout her career, she has advised CEOs, boards and government policy makers on how to manage complex security risks across all industry sectors. She served as Under Secretary for cybersecurity and critical infrastructure protection at the Department of Homeland Security (“DHS”) from 2013-2017. At the DHS from 2011 to 2017, she led the development and implementation of national policies to strengthen security and resilience of critical infrastructure against cyber and physical risks, including CEO-level coordinating councils. She also initiated the strategic planning and multi-year legislative effort that led to the establishment of the first new operational component since the DHS was created, the Cybersecurity and Infrastructure Security Agency. In addition, she collaborated with CEOs of the nation’s largest financial services companies to establish the Financial Systemic Analysis and Resilience Center, as well as leading initiatives to strengthen the cyber insurance market, identify and address key cyber vulnerabilities in national aviation systems, and updating the National Infrastructure Protection Plan. Further, from 2005 to 2011, she was Managing Partner of the Harbor Group; principal in the Bingham Consulting Group; and Of Counsel to Bingham McCutchen, LP. She also served as General Counsel for the Senate Select Committee on Intelligence (1995-1998) and minority staff director for the US House of Representatives Permanent Committee on Intelligence (2003-2004), as well as spending 6 years at the CIA as Legal Adviser to the Director of Central Intelligence’s Nonproliferation Center (1989-1995). She was a Congressionally-appointed member of the Cyberspace Solarium Commission (CSC) and is currently a member of CSC 2.0. She sits on the Board of Directors for Hidden Level, Inc., Texas Reliability Entity, Inc. (TexasRE), and Girl Security. She chairs the Cyber Advisory Board for Chubb Limited and is an advisor for the Cybersecurity and Infrastructure Security Agency at DHS, Fortinet, Inc., Nozomi Networks Inc., American University’s Tech, Law and Security Program, and the Center on Cyber and Technology Innovation at the Foundation for Defense of Democracies. She also was a member of the National Association of Corporate Directors (NACD) Blue Ribbon commission on Adaptive Governance: Board Oversight of Disruptive Risk. She earned her BA and J.D. from the University of Virginia. Ms. Spaulding brings extensive cybersecurity, governance, risk management and strategic planning to the Board. She is a member of the Audit, Compliance and Nominating and Corporate Governance Committees.
|
|
Board and Committees
|
| | Attendance Overall attendance: 100% (for the period Ms. Spaulding served in 2024) |
|
Board | | | 5 of 5 | |
Audit | | | 3 of 3 | |
Compliance Committee | | | 3 of 3 | |
Nominating and Corporate Governance | | | 1 of 1 | |
|
Brad M. Watkins
Age: 43
|
| |
Mr. Watkins joined the Company as Executive Vice President and Chief Financial Officer of Oppenheimer & Co. Inc. and Oppenheimer Holdings Inc. on August 1, 2022. He also serves on a number of the Company’s committees, including the Management, Risk Management, Market Risk, Credit Risk, Liquidity Risk, Product Oversight and New Product Committees. Prior to joining the Company, Mr. Watkins was a partner at KPMG, where he worked for approximately 19 years in their Financial Services audit practice serving a multitude of clients, including broker-dealers and other financial institutions. He is a certified public accountant with extensive experience with U.S. GAAP and IFRS requirements, SEC reporting matters and broker-dealer regulatory compliance. Mr. Watkins graduated from New York University’s Stern School of Business with a Bachelor of Science in Accounting in 2003.
|
|
|
Board of Directors
|
| | | | 7 | | |
|
Audit Committee
|
| | | | 5 | | |
|
Compensation Committee
|
| | | | 2 | | |
|
Compliance Committee
|
| | | | 4 | | |
|
Nominating and Corporate Governance Committee
|
| | | | 2 | | |
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Total
($) |
| ||||||||||||
(a)
|
| |
(b)(1)
|
| |
(c)(2)(3)
|
| |
(d)(2)
|
| |
(h)
|
| ||||||||||||
E. Behrens
|
| | | $ | 88,000 | | | | | $ | 119,670 | | | | | $ | — | | | | | $ | 207,670 | | |
T.M. Dwyer
|
| | | $ | 108,000 | | | | | $ | 119,670 | | | | | $ | — | | | | | $ | 227,670 | | |
P.M. Friedman
|
| | | $ | 125,000 | | | | | $ | 119,670 | | | | | $ | — | | | | | $ | 244,670 | | |
T.A. Glasser
|
| | | $ | 86,000 | | | | | $ | 119,670 | | | | | $ | — | | | | | $ | 205,670 | | |
S.J. Kanter
|
| | | $ | 90,500 | | | | | $ | 119,670 | | | | | $ | — | | | | | $ | 210,170 | | |
R.L. Roth
|
| | | $ | 92,500 | | | | | $ | 119,670 | | | | | $ | — | | | | | $ | 212,170 | | |
S.E. Spaulding (4)
|
| | | $ | 65,667 | | | | | $ | — | | | | | $ | — | | | | | $ | 65,667 | | |
W.J. Ehrhardt (5)
|
| | | $ | 46,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 46,000 | | |
A.W. Oughtred (5)
|
| | | $ | 40,667 | | | | | $ | — | | | | | $ | — | | | | | $ | 40,667 | | |
|
Annual Retainer Fee
|
| | $50,000 | |
|
Board Meeting Fees
|
| | $5,000 per meeting attended in person and $2,000 per meeting attended by telephone/virtual | |
|
Committee Meeting Fees
|
| | $1,000 per meeting attended | |
|
Lead Director and Chairman of the Audit Committee
|
| | $25,000 | |
|
Committee Chairmen, except Audit
|
| | $15,000 | |
As of December 31, 2024
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number
of Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiry Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock that Have Not Vested ($) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| |||||||||||||||||||||
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)(4)
|
| |
(i)
|
| |
(j)
|
| |||||||||||||||||||||
E. Behrens
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
625 (1)
|
| |
$ 40,056 (1)
|
| | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
1,250 (2)
|
| |
$ 80,113 (2)
|
| | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
2,250 (3)
|
| |
$144,203 (3)
|
| | | | — | | | | | | — | | | ||
T.M. Dwyer
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
625 (1)
|
| |
$ 40,056 (1)
|
| | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
1,250 (2)
|
| |
$ 80,113 (2)
|
| | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
2,250 (3)
|
| |
$144,203 (3)
|
| | | | — | | | | | | — | | | ||
P. Friedman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
625 (1)
|
| |
$ 40,056 (1)
|
| | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
1,250 (2)
|
| |
$ 80,113 (2)
|
| | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
2,250 (3)
|
| |
$144,203 (3)
|
| | | | — | | | | | | — | | | ||
T.A. Glasser
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
625 (1)
|
| |
$ 40,056 (1)
|
| | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
1,250 (2)
|
| |
$ 80,113 (2)
|
| | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
2,250 (3)
|
| |
$144,203 (3)
|
| | | | — | | | | | | — | | | ||
S.J. Kanter
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| |
—
|
| | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
2,250 (3)
|
| |
$144,203 (3)
|
| | | | — | | | | | | — | | | ||
R.L. Roth
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
625 (1)
|
| |
$ 40,056 (1)
|
| | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
1,250 (2)
|
| |
$ 80,113 (2)
|
| | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
2,250 (3)
|
| |
$144,203 (3)
|
| | | | — | | | | | | — | | | ||
S.E. Spaulding (5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| |
$ —
|
| | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| |
—
|
| | | | — | | | | | | — | | | ||
W.J. Ehrhardt (6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| |
$ —
|
| | | | — | | | | | | — | | |
A.W. Oughtred (6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
—
|
| |
$ —
|
| | | | — | | | | | | — | | |
For the Year Ended December 31, 2024
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
E. Behrens
|
| | | | — | | | | | | — | | | | | | 2,625 | | | | | $ | 114,549 | | |
T.M. Dwyer
|
| | | | — | | | | | | — | | | | | | 2,625 | | | | | $ | 114,549 | | |
P.M. Friedman
|
| | | | — | | | | | | — | | | | | | 2,625 | | | | | $ | 114,549 | | |
T.A. Glasser
|
| | | | — | | | | | | — | | | | | | 2,625 | | | | | $ | 114,549 | | |
S.J. Kanter
|
| | | | — | | | | | | — | | | | | | 750 | | | | | $ | 41,055 | | |
R.L. Roth
|
| | | | — | | | | | | — | | | | | | 2,625 | | | | | $ | 114,549 | | |
S.E. Spaulding (1)
|
| | | | — | | | | | | — | | | | | | — | | | | | $ | — | | |
W.J. Ehrhardt (2)
|
| | | | — | | | | | | — | | | | | | 4,375 | | | | | | 153,519 | | |
A.W. Oughtred (2)
|
| | | | — | | | | | | — | | | | | | 4,375 | | | | | | 153,519 | | |
Evan Behrens
Teresa A. Glasser
Suzanne E. Spaulding
Timothy M. Dwyer
Paul M. Friedman
Stacy J. Kanter
Evan Behrens
Paul M. Friedman
R. Lawrence Roth
Suzanne E. Spaulding
Evan Behrens
Timothy M. Dwyer
Teresa A. Glasser
Stacy J. Kanter
R. Lawrence Roth
Suzanne E. Spaulding
| | |
Year Ended December 31,
|
| |||||||||
| | |
2024
|
| |
2023
|
| ||||||
Audit fees
|
| | | $ | 2,436,074 | | | | | $ | 2,347,298 | | |
Audit-related fees
|
| | | $ | 377,451 | | | | | $ | 361,539 | | |
Tax fees
|
| | | $ | 147,556 | | | | | $ | 167,595 | | |
All other fees
|
| | | $ | 2,063 | | | | | $ | 2,063 | | |
| | | | $ | 2,964,144 | | | | | $ | 2,878,496 | | |
![[MISSING IMAGE: fc_overview-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/fc_overview-4c.jpg)
| | |
CEO to Median Employee Pay Ratio
|
| |||||||||
| | |
CEO
|
| |
Median Employee
|
| ||||||
Base Salary
|
| | | $ | 500,000 | | | | | $ | 130,000 | | |
Stock Awards (1)
|
| | | $ | 2,352,350 | | | | | $ | — | | |
Non-equity Incentive Plan Compensation
|
| | | | 500,000 | | | | | $ | 90,000 | | |
| | |
CEO to Median Employee Pay
Ratio |
| |||||||||
| | |
CEO
|
| |
Median Employee
|
| ||||||
Nonqualified Deferred Compensation Earnings (2)
|
| | | $ | 2,458,436 | | | | | $ | — | | |
All Other Compensation
|
| | | $ | 8,200 | | | | | $ | — | | |
Total | | | | $ | 5,818,986 | | | | | $ | 220,000 | | |
For the Year Ended December 31, 2024
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation |
| |
Nonqualified
Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||||||||
(a)(5)
|
| |
(b)
|
| |
(c)
|
| |
(d)(1)
|
| |
(e)(2)
|
| |
(f)(2)
|
| |
(g)(1)
|
| |
(h)(3)
|
| |
(i)(4)
|
| |
(j)
|
| |||||||||||||||||||||||||||
A. G. Lowenthal
Chairman, CEO and Director of the Company and Oppenheimer & Co. Inc. |
| | | | 2024 | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | 1,487,200 | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | 8,200 | | | | | $ | 2,495,400 | | |
| | | 2023 | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | 1,350,600 | | | | | $ | — | | | | | $ | 450,000 | | | | | $ | — | | | | | $ | 5,750 | | | | | $ | 2,306,350 | | | ||
| | | 2022 | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | 4,838,750 | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | 5,750 | | | | | $ | 5,844,500 | | | ||
R. S. Lowenthal
President and Director of the Company and Head of Oppenheimer & Co. Inc.’s Investment Banking Business |
| | | | 2024 | | | | | $ | 300,000 | | | | | $ | — | | | | | $ | 743,600 | | | | | $ | — | | | | | $ | 7,000,000 | | | | | $ | — | | | | | $ | 8,200 | | | | | $ | 8,051,800 | | |
| | | 2023 | | | | | $ | 300,000 | | | | | $ | — | | | | | $ | 900,400 | | | | | $ | — | | | | | $ | 4,500,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 5,700,400 | | | ||
| | | 2022 | | | | | $ | 300,000 | | | | | $ | — | | | | | $ | 1,935,500 | | | | | $ | — | | | | | $ | 5,000,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 7,235,500 | | | ||
P. Albano
Senior Managing Director and Head of Oppenheimer & Co. Inc.’s Fixed Income Business |
| | | | 2024 | | | | | $ | 300,000 | | | | | $ | 2,250,000 | | | | | $ | 133,700 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,450 | | | | | $ | 2,686,150 | | |
| | | 2023 | | | | | $ | 300,000 | | | | | $ | 1,200,000 | | | | | $ | 161,245 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,661,245 | | | ||
| | | 2022 | | | | | $ | 300,000 | | | | | $ | 1,200,000 | | | | | $ | 135,485 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,635,485 | | | ||
B. McKigney
President of Oppenheimer Asset Management Inc. |
| | | | 2024 | | | | | $ | 275,000 | | | | | $ | 925,000 | | | | | $ | 130,130 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,200 | | | | | $ | 1,332,330 | | |
| | | 2023 | | | | | $ | 275,000 | | | | | $ | 850,000 | | | | | $ | 135,060 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,260,060 | | | ||
| | | 2022 | | | | | $ | 225,000 | | | | | $ | 1,000,000 | | | | | $ | 116,130 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,341,130 | | | ||
B. Watkins
CFO of the Company and Executive Vice President and CFO of Oppenheimer & Co. Inc. |
| | | | 2024 | | | | | $ | 300,000 | | | | | $ | 750,000 | | | | | $ | 130,130 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,200 | | | | | $ | 1,182,330 | | |
| | | 2023 | | | | | $ | 300,000 | | | | | $ | 500,000 | | | | | $ | 112,550 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 912,550 | | | ||
| | | 2022 | | | | | $ | 125,000 | | | | | $ | 500,000 | | | | | $ | 333,900 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 958,900 | | |
For the Year Ended December 31, 2024
Name
|
| |
Parking
|
| |
Commissions
|
| ||||||
| | |
(a)
|
| |
(b)
|
| ||||||
A.G. Lowenthal
|
| | | $ | 6,000 | | | | | $ | — | | |
P. Albano (1)
|
| | | $ | — | | | | | $ | 250 | | |
R.S. Lowenthal
|
| | | $ | 6,000 | | | | | $ | — | | |
B. McKigney
|
| | | $ | — | | | | | $ | — | | |
B. Watkins
|
| | | $ | — | | | | | $ | — | | |
For the Year Ended December 31, 2024
| | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
| | | | | | | | | | | | | |||||||||||||||
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant Date
Fair Value of Stock and Option Awards ($) |
| ||||||||||||||||||
(a) | | |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(i)
|
| |
(l)
|
| ||||||||||||||||||
A.G. Lowenthal (1)
|
| | | | 1/30/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,500 | | | | | $ | 2,352,350 | | |
A.G. Lowenthal (1)
|
| | | | 1/25/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | $ | 1,487,200 | | |
A.G. Lowenthal (1)
|
| | | | 1/25/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | $ | 1,350,600 | | |
A.G. Lowenthal (1)
|
| | | | 1/27/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 125,000 | | | | | $ | 4,838,750 | | |
R.S. Lowenthal (2)
|
| | | | 1/30/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,000 | | | | | $ | 1,085,700 | | |
R.S. Lowenthal (2)
|
| | | | 1/25/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | $ | 743,600 | | |
R.S. Lowenthal (2)
|
| | | | 1/25/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | $ | 900,400 | | |
R.S. Lowenthal (2)
|
| | | | 1/27/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | $ | 1,935,500 | | |
As of December 31, 2024
| | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
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 ($) |
| |
Option
Expiry Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($) |
| |
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 ($) |
| ||||||||||||||||||||||||
(a) | | |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)(11)
|
| |
(i)
|
| |
(j)
|
| ||||||||||||||||||||||||
A.G. Lowenthal
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
40,000 (1)
|
| | | $ | 2,895,200 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
110,000 (2)
|
| | | $ | 7,961,800 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
125,000 (3)
|
| | | $ | 9,047,500 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
30,000 (4)
|
| | | $ | 2,171,400 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
40,000 (5)
|
| | | $ | 2,895,200 | | | | | | — | | | | | $ | — | | |
P. Albano
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3,500 (6)
|
| | | $ | 253,330 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3,500 (7)
|
| | | $ | 253,330 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3,500 (8)
|
| | | $ | 253,330 | | | | | | — | | | | | $ | — | | |
R.S. Lowenthal
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
38,500 (1)
|
| | | $ | 2,786,630 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
75,000 (2)
|
| | | $ | 5,428,500 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
50,000 (3)
|
| | | $ | 3,619,000 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
20,000 (4)
|
| | | $ | 1,447,600 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
20,000 (5)
|
| | | $ | 1,447,600 | | | | | | — | | | | | $ | — | | |
B. McKigney
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
5,000 (1)
|
| | | $ | 361,900 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
5,000 (2)
|
| | | $ | 361,900 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3,000 (3)
|
| | | $ | 217,140 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3,000 (4)
|
| | | $ | 217,140 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3,500 (5)
|
| | | $ | 253,330 | | | | | | — | | | | | $ | — | | |
B. Watkins
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
10,000 (6)
|
| | | $ | 723,800 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
2,500 (4)
|
| | | $ | 180,950 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3,500 (5)
|
| | | $ | 253,330 | | | | | | — | | | | | $ | — | | |
For the Year Ended December 31, 2024
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
(a) | | |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| ||||||||||||
A. G. Lowenthal
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
R.S. Lowenthal
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
P. Albano
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
B. McKigney
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
B. Watkins
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
For the Year Ended December 31, 2024
Name
|
| |
Executive
Contributions in Last Fiscal Year ($) |
| |
Registrant
Contributions in Last Fiscal Year ($) |
| |
Aggregate
Earnings in Last Fiscal Year ($) |
| |
Aggregate
Balance at 12/31/23 ($) |
| ||||||||||||
(a) | | |
(b)
|
| |
(c)(2)
|
| |
(d)(2)
|
| |
(e)(2)
|
| ||||||||||||
A. G. Lowenthal (1)(3)
|
| | | | — | | | | | $ | — | | | | | $ | 269,072 | | | | | $ | 2,855,720 | | |
R.S. Lowenthal (1)(4)
|
| | | | — | | | | | $ | — | | | | | $ | 360,132 | | | | | $ | 3,255,785 | | |
P. Albano (1)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
B. McKigney (1)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
B. Watkins (1)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Name
|
| |
Salary
|
| |
Bonus
|
| |
Vested
Stock Awards |
| |
Vested
Stock Options |
| |
Non-Equity
Incentive Plan Compensation |
| |
Total
|
| |
% of
Reported |
| |||||||||||||||||||||
| | |
(a)
|
| |
(b)(1)
|
| |
(c)(2)
|
| |
(d)(2)
|
| |
(e)(1)
|
| |
(f)
|
| |
(g)(3)
|
| |||||||||||||||||||||
A.G. Lowenthal
|
| | | $ | 500,000 | | | | | $ | — | | | | | $ | 2,891,332 | | | | | | — | | | | | $ | 500,000 | | | | | $ | 3,891,332 | | | | | | 156% | | |
R.S. Lowenthal
|
| | | $ | 300,000 | | | | | $ | — | | | | | $ | 722,833 | | | | | | — | | | | | $ | 7,000,000 | | | | | $ | 8,022,833 | | | | | | 100% | | |
P. Albano
|
| | | $ | 300,000 | | | | | $ | 2,250,000 | | | | | $ | 386,340 | | | | | | — | | | | | $ | — | | | | | $ | 2,936,340 | | | | | | 109% | | |
B. McKigney
|
| | | $ | 275,000 | | | | | $ | 925,000 | | | | | $ | 191,550 | | | | | | — | | | | | $ | — | | | | | $ | 1,391,550 | | | | | | 105% | | |
B. Watkins
|
| | | $ | 300,000 | | | | | $ | 750,000 | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 1,050,000 | | | | | | 89% | | |
Year | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income | | | | | |||||||||||||||||||||||||||
| Total S/H Return | | | Peer Group Total S/H Return | | ||||||||||||||||||||||||||||||||||||||||||||
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: lc_ttlshare-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/lc_ttlshare-4c.jpg)
![[MISSING IMAGE: lc_netincome-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/lc_netincome-4c.jpg)
![[MISSING IMAGE: lc_revenue-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/lc_revenue-4c.jpg)
| | |
Class A Stock
|
| |
Class B Stock
|
| ||||||||||||||||||
Name of Beneficial Owner — Ownership as of March 1, 2025
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||
Morris Propp (1)
|
| | | | 892,443 | | | | | | 8.6% | | | | | | — | | | | | | — | | |
Executive Officers, Directors and Director Nominees:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
A.G. Lowenthal (2)
|
| | | | 3,331,601 | | | | | | 32.0% | | | | | | 97,128 | | | | | | 97.5% | | |
R. S. Lowenthal (4)
|
| | | | 98,330 | | | | | | * | | | | | | 650 | | | | | | * | | |
B. Watkins (3)
|
| | | | — | | | | | | * | | | | | | — | | | | | | — | | |
E. Behrens (3)
|
| | | | 2,000 | | | | | | * | | | | | | — | | | | | | — | | |
T.M. Dwyer (3)
|
| | | | 23,375 | | | | | | * | | | | | | — | | | | | | — | | |
P.M. Friedman (5)
|
| | | | 23,375 | | | | | | * | | | | | | — | | | | | | — | | |
T.A. Glasser (3)
|
| | | | 13,375 | | | | | | * | | | | | | — | | | | | | — | | |
S.J. Kanter
|
| | | | 1,500 | | | | | | — | | | | | | — | | | | | | — | | |
R.L. Roth (3)
|
| | | | 13,375 | | | | | | * | | | | | | — | | | | | | — | | |
S.E. Spaulding
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Executive Officers, Directors and Director Nominees as a
group (10) |
| | | | 3,506,931 | | | | | | 33.6% | | | | | | 97,838 | | | | | | 98.2% | | |
Plan
|
| |
Number of
shares of Class A Stock to be issued upon exercise of outstanding options or upon vesting of restricted stock or stock awards |
| |
Weighted average
exercise price of outstanding awards |
| |
Number of
shares of Class A Stock remaining available for future issuance |
| |||||||||
2014 Incentive Plan
|
| | | | 1,102,129 | | | | | $ | 41.04 | | | | | | — | | |
2024 Incentive Plan
|
| | | | 214,875 | | | | | $ | 72.25 | | | | | | 785,125 | | |
(I) Securities Purchase and (2) Other Programs
Name and Principal Position
|
| |
Involvement of
Company or Subsidiary |
| |
Largest Amount
Outstanding During 2023 ($) |
| |
Amount
Outstanding as of March 1, 2024 ($) |
| |
Financially
Assisted Securities Purchases During 2023 (#) |
| |
Security for
Indebtedness |
| |
Amount
Forgiven During 2023 ($) |
| ||||||||||||
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| ||||||||||||
Securities Purchase Programs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other Programs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
A.G. Lowenthal
|
| | Oppenheimer Margin Account |
| | | | — | | | | | | — | | | | | | — | | | | Margined securities |
| | | | — | | |
R.S. Lowenthal
|
| | Oppenheimer Margin Account |
| | | | — | | | | | | — | | | | | | — | | | | Margined securities |
| | | | — | | |
Board of Directors
c/o Secretary
85 Broad Street
New York, NY 10004
![[MISSING IMAGE: sg_dennispmcnamara-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/sg_dennispmcnamara-bw.jpg)
Secretary
![[MISSING IMAGE: px_25oppenheimproxy01pg1-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/px_25oppenheimproxy01pg1-bw.jpg)
![[MISSING IMAGE: px_25oppenheimproxy01pg2-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0000791963/000110465925023748/px_25oppenheimproxy01pg2-bw.jpg)