| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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,
80, 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,
84, 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, 78,
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 of the Company 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, 69, 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 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 are able to read and understand financial statements and that each of Messrs. Schafran and Cameron
have 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, have 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 filed as of April 27, 2023.
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.
| ITEM 11. | EXECUTIVE COMPENSATION |
The Company has elected to use the Smaller
Reporting Company rules issued by the SEC regarding the disclosure of executive compensation. The Company had two executive officers
(our “named executive officers”) including the principal executive officer at the end of the last completed fiscal year.
Consequently, we are providing a Summary Compensation Table covering 2022 and 2021 compensation for these two individuals.
SUMMARY COMPENSATION TABLE
The table below summarizes the total
compensation paid to or earned by each of the Company’s Named Executive Officers for the fiscal years ended December 31, 2022 and
2021.
Name and Principal
Position |
Year |
Salary
|
Bonus
|
All Other
Compensation
|
Total |
|
|
($) |
($) |
($) |
($) |
Harvey P. Eisen, Chairman
of the Board and Chief
Executive Officer
(Principal Executive |
2022 |
300,000 |
0 |
0 |
300,000 |
Officer) |
2021 |
300,000 |
0 |
0 |
300,000 |
Harold D. Kahn, Acting Chief
Financial Officer and Acting
Principal Accounting Officer |
2022
2021 |
60,000
60,000 |
0
0 |
0
0 |
60,000
60,000 |
The named executive officers did not
hold any unexercised and vested options to purchase shares of common stock of the Company at December 31, 2022.
Overview of Material Compensation Arrangements with
Our Named Executive Officers
The following is a summary of the material
terms of employment and compensation arrangements pursuant to which compensation was paid to our named executive officers for their service
with the Company or its subsidiaries for the fiscal year ended December 31, 2022.
Harvey P. Eisen
Harvey P. Eisen, the Company’s
Chairman, President, and Chief Executive Officer, has an annual salary of $300,000 to reflect his duties in exploring strategic alternatives
for the Company.
Harold D. Kahn
The Board of Directors appointed Harold
D. Kahn as Acting Chief Financial Officer and Acting Chief Accounting Officer effective March 25, 2019. Mr. Kahn has an agreed fee of
$5,000 per month.
DIRECTOR COMPENSATION
Only directors who are not employees
of the Company or its subsidiaries are entitled to receive compensation for service as a director. The table below summarizes the total
compensation paid to or earned by each director of the Company (who is not an employee of the Company) for the fiscal year ended December
31, 2022. The column “Fees Earned or Paid in Cash” includes common stock of the Company issued in lieu of cash.
2022 Director Compensation
Name |
Fees Earned or
Paid in Cash |
Stock
Awards |
All Other
Compensation |
Total |
|
($) |
($) |
($) |
($) |
Lawrence G. Schafran |
2,000 |
40,000 (1) |
0 |
42,000 |
Dort Cameron III |
2,000 |
40,000 (2) |
0 |
42,000 |
| (1) | Mr. Schafran was issued 34,483 shares of
Company common stock in lieu of $10,000 of his annual director’s fee for the first
quarter of 2022 on April 28, 2022. |
Mr. Schafran was issued 142,500 shares of Company
common stock in lieu of $30,000 of his annual director’s fee for the second, third, and fourth quarters of 2022 on March 9, 2023.
| (2) | Mr. Cameron was issued 34,483 shares of
Company common stock in lieu of $10,000 of his annual director’s fee for the first
quarter of 2022 on April 28, 2022. |
Mr. Cameron will be issued 142,500 shares of Company
common stock in lieu of $30,000 of his annual director’s fee for the second, third, and fourth quarters of 2022 on March 9, 2023.
Director Compensation Program
Directors who are not employees of the
Company or its subsidiaries, shall be paid as set forth below:
| ● | annual
director compensation to each member of the Board of Directors of $25,000, paid in quarterly
installments of $6,250 (a Vice Chairman receives annual director compensation of $35,000,
paid in quarterly installments of $8,750, currently the Company does not have a Vice Chairman); |
| ● | $1,500
in cash for each meeting of the Board of Directors and for each committee meeting attended
in person and $750 in cash for each Board of Directors or Board committee meeting attended
by means of conference telephone connection; |
| ● | annual
director compensation of $5,000, paid in quarterly installments of $1,250, to each member
of the Audit Committee (except the Chairman of the Audit Committee who is to receive annual
compensation of $10,000), plus $750 in cash for each meeting of the Audit Committee attended
in person and $500 in cash for each meeting of the Audit Committee attended by telephone,
except that the per meeting attendance fee is reduced to $500 for attendance at any Audit
Committee meeting held on the same day as a regular or special meeting of the Board; and |
| ● | annual
director compensation of $2,500, paid in quarterly installments of $625, to each member of
the Compensation Committee and each member of the Nominating and Corporate Governance Committee
(except the Chairman of each such Committee, who is to receive annual compensation of $5,000),
plus $750 in cash for each meeting of the Audit Committee attended in person and $500 in
cash for each meeting of the Audit Committee attended by telephone, except that the per attendance
meeting fee is reduced to $500 for attendance at any Nominating and Corporate Governance
Committee meeting held on the same day as a regular or special meeting of the Board. |
As of December 31, 2022, all of the
sums designated above as “annual director compensation” were required to be paid in Company common stock; provided that common
stock issued in lieu of annual compensation is valued at the average between the closing bid and ask price on the day prior to the date
upon which the annual compensation became payable.
In March 2023, the Company amended its
Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 and
as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of
the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or
by telephone of meetings of the Board or committees of the Board shall be terminated.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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 OTC
Pink Sheets. 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 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 assessed, from the standpoint of materiality and independence, all of the information provided by each director in response to 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.