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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
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Directors
Set forth below
are the names of, and certain biographical information regarding, the directors of the Company. The Board of Directors currently consists
of three directors.
Harvey P.
Eisen, 78, has served as Chairman of the board of directors and Chief Executive Officer of the Company since June 2007
and also has served as its President since July 2007. Mr. Eisen has served as a director of the Company since 2004. Mr.
Eisen has served as Chairman and Managing Member of Bedford Oak Advisors, LLC, an investment partnership (“Bedford Oak”),
since 1998 and was Chairman and Director of GP Strategies Corporation, a global performance solutions provider (“GP Strategies”)
from 2004 to 2018. Mr. Eisen has also served on the board of directors of VerifyMe, Inc., a provider of physical, cyber and biometric
security solutions from April 2018 through February 2019.
Mr. Eisen was previously
Senior Vice President of Travelers, Inc. and held various executive positions with Primerica, SunAmerica Corp., and Integrated Resources
Asset Management. Mr. Eisen was president and portfolio manager of Eisen Capital Management for 10 years. He began his career
as an analyst with Stifel, Nicolaus & Co. and Wertheim. Mr. Eisen has served on the Strategic Development Board for the
Trulaske College of Business, University of Missouri since 1995 where he established the first accredited course on the Warren Buffett
Principles of Investing. He also serves on the University’s Investment Advisory Committee.
Mr. Eisen is qualified
to serve on our board of directors and brings valuable insight to our board of directors as a result of his broad range of business skills
and his financial literacy and expertise and executive and management leadership skills. Mr. Eisen developed these skills and expertise
during his long and successful business career as Chairman and Managing Member of Bedford Oak, a Senior Vice President of Travelers
and Primerica, as well as his service on other public company and institutional boards.
Lawrence G. Schafran,
82, is a private investor and has served as a director and chairman of the audit committee of the Company since 2006. Mr. Schafran
also serves as a director of Glasstech, Inc., a manufacturer and seller of glass bending and tempering systems. Mr. Schafran also
served as director of other public and private companies, such as Cupcake Digital, Inc., a developer of mobile applications focusing
on the children’s market from 2013 to June 2019 and VerifyMe, Inc., a provider of physical, cyber and biometric security solutions
from 2013 to June 2019. He also served as a Managing Director of Providence Capital, Inc., an investment and advisory firm from March
2003 until December 2012.
Mr. Schafran is qualified
to serve on our board of directors because of his extensive business skills and experiences and his financial literacy and expertise. Mr.
Schafran also possesses a broad range of experiences and skill garnered from the various leadership positions and from his service on
other public company boards and committees.
Dort A. Cameron
III, 76, is currently the managing member of Airlie Enterprises, LLC, a private consulting and principal investments company
established in 1995 and has served as a director and chairman of the Compensation and Nominating and Corporate Governance Committee since
February 2019. Mr. Cameron is also the President of the Cameron Family Foundation. Mr. Cameron was a principal of the Investment Manager,
a managing director of the General Partner of the Investment Manager and Chief Investment Officer (portfolio manager) of the Airlie Opportunity
Fund’s portfolio from 2003 through 2014.
Mr. Cameron has over 30
years of investment banking, merchant banking, and investment management experience.
His experience encompasses
institutional portfolio management, alternative and principal investing, fiduciary oversight, and significant private equity, high yield,
and distressed transactions/situations. Mr. Cameron’s professional experience includes a position as the Chairman of the Board
of Directors and a majority owner of Entex Information Services, Inc., a computer services company headquartered in Rye Brook, New York
(“Entex”). Mr. Cameron was also the General Partner of BMA Limited Partnership, a mezzanine private equity fund, which
was the general partner of Investment Limited Partnership (“ILP”), which he co-founded in 1984 with Richard Rainwater of
the Bass organization and managed through June of 1996.
Mr. Cameron has served
as a member of the Board of Directors of First Marblehead Corporation, Greenwich Life Settlements, TLC Beatrice as well as Middlebury
College, where he still currently serves, and the Rippowam Cisqua School.
Mr. Cameron’s is
qualified to serve on our Board because of his senior management roles in investment banking, merchant banking, and investment management
and his other professional experience, each of which have required him to balance the demands of clients, employees and investors.
Executive Officers Who Are Not a Director
Set forth below is the
name of, and certain biographical information regarding executive officers of the Company who do not serve as directors of the Company.
Harold D. Kahn, 67, is
the Acting Chief Financial Officer and Acting Principal Accounting Officer of the Company since March 2019. Mr. Kahn previously served
as a consultant to the Company. Mr. Kahn has been the Managing Member of Vela Capital Advisors, LLC, an independent advisory consultancy
since February 2007. Mr. Kahn has been a senior principal for several privately-held technology consulting and investment management
firms. Earlier in his career, he was a Partner at PricewaterhouseCoopers in New York and Tokyo. Mr. Kahn holds an AB in Economics
from Stanford University.
Corporate Governance
General
The Company is committed
to establishing sound principles of corporate governance which promote honest, responsible and ethical business practices. The Company’s
Board of Directors and Nominating and Corporate Governance Committee actively review and evaluate the Company’s corporate governance
practices. This review includes comparing the Board’s current governance policies and practices with those suggested by corporate
governance authorities as well as the practices of other public companies of comparable size. The Board of Directors has adopted those
corporate governance policies and practices that its evaluation suggests are the most appropriate for the Company.
Audit Committee
Our Audit Committee is
currently composed of Lawrence G. Schafran (Chairman) and Dort A. Cameron III. The Board of Directors affirmatively determined that Mr.
Schafran and Mr. Cameron are independent, in accordance with The Nasdaq Stock Market (“Nasdaq”) independence criteria and
for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Board of Directors
determined that each of Messrs. Schafran and Cameron is able to read and understand financial statements and that each of Messrs. Schafran
and Cameron has accounting or related financial management expertise in accordance with the applicable rules of Nasdaq. The Board of
Directors also determined that each of Messrs. Schafran and Cameron, who serve as the Audit Committee financial experts, has the accounting
or related financial management expertise necessary to be considered a “financial expert” under SEC rules.
The Audit Committee is
responsible for maintaining free and open communications among itself, the independent registered public accounting firm and Company
management. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility to the stockholders, potential
stockholders, the investment community and others relating to the integrity of the Company’s financial statements and the financial
reporting process, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting
firm’s qualifications and independence, the Company’s systems of internal accounting and financial controls, the annual independent
audit of the Company’s financial statements and the engagement of the independent registered public accounting firm.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange
Act requires the Company’s executive officers and directors to file reports regarding ownership of the Company’s common stock
with the SEC, and to furnish the Company with copies of all such reports. Based on a review of these filings, the Company believes that
with respect to the most recently concluded fiscal year, all such reports were timely filed.
Code of Ethics
The Company has adopted
a Code of Ethics for its principal executive officer, senior financial officers, including the principal financial officer and the principal
accounting officer, and persons performing similar functions for its subsidiaries. If the Company makes any substantive amendment to
the Code of Ethics or grants any waiver from a provision of the Code of Ethics for said executive officers, the Company will disclose
the nature of such amendment or waiver in a filing on Form 8-K. The Code of Ethics was originally filed as Exhibit 14.1 to the Company’s
Form 10-K for the year ended December 31, 2004, which was filed with the SEC on April 15, 2005 and is incorporated by reference herein.
The Company will also provide a copy of such Code of Ethics to any person, without charge, upon written request made to the Company’s
Secretary at the following address: Wright Investors’ Service Holdings, Inc., Attn: Secretary, 118 North Bedford Road, Ste. 100,
Mount Kisco, NY 10549.
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
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Other Compensation
See the narrative disclosure
following the Summary Compensation Table and the Outstanding Equity Awards at Fiscal Year-End Table in “Item 11. Executive Compensation”
for summaries of the compensation arrangements and agreements in which the Company and its executive officers and directors are participants.
Director Independence
Since the adoption of
the Sarbanes-Oxley Act in July 2002, there has been growing public and regulatory focus on the independence of directors. The Company
is not subject to the listing requirements of any securities exchange, including Nasdaq, because the Company’s common stock is
traded on the over-the-counter bulletin board. However, in July 2007, the Board of Directors adopted the standards for independence for
Nasdaq-listed companies, and the independence determinations that follow are based upon the criteria established by Nasdaq for determining
director independence and upon the criteria established by Nasdaq and the SEC for determining Audit Committee member independence.
The Board of Directors
determines the independence of its members through a broad consideration of all relevant facts and circumstances, including an assessment
of the materiality of any relationship between the Company and a director. In making each of these independence determinations, the Board
of Directors considered and broadly assessed, from the standpoint of materiality and independence, all of the information provided by
each director in response to detailed inquiries concerning his independence and any direct or indirect business, family, employment,
transactional or other relationship or affiliation of such director with the Company.
Using the objective and
subjective independence criteria enumerated in the Nasdaq marketplace rules listing requirements and SEC rules, the Board of Directors
has reviewed all relationships between each director and the Company and, based on this review, the Board of Directors has affirmatively
determined that, in accordance with Nasdaq independence criteria, (i) Messrs. Cameron and Schafran are independent, and that (ii) Messrs.
Eisen is not independent.