SEC Comment Letter 0000000000-23-012301 to Cohen & Co Inc. (COHN) (CIK 0001270436) (COHN)
Cohen & Co Inc. (COHN) (CIK 0001270436)
Date: Nov. 9, 2023 · CIK: 0001270436 · Accession: 0000000000-23-012301
AI Filing Summary & Sentiment
File numbers found in text: 001-32026
Letter
United States securities and exchange commission logo November 9, 2023 Lester Brafman Chief Executive Officer Cohen & Company Inc. Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, Pennsylvania Re:Cohen & Company Inc. Definitive Proxy Statement on Schedule 14A Filed April 21, 2023 File No. 001-32026 Dear Lester Brafman: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed April 21, 2023 Pay versus Performance, page 25 1.Refer to the reconciliation table in footnotes (2) and (4) to your pay versus performance table. It is unclear what amounts are reflected in the row titled "Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year." Specifically, equity awards granted in prior years that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and the vesting date, not the "year over year" change in value. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
2.It appears that you have not provided the relationship disclosures required by Regulation S-K Item 402(v)(5). Please provide this required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two, this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide, as applicable, a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in
FirstName LastNameLester Brafman Comapany NameCohen & Company Inc. November 9, 2023 Page 2 FirstName LastName Lester Brafman Cohen & Company Inc. November 9, 2023 Page 2 setting compensation. Please contact Alyssa Wall at 202-551-8106 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
November 9, 2023
Lester Brafman
Chief Executive Officer
Cohen & Company Inc.
Cira Centre
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania
Re:Cohen & Company Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-32026
Dear Lester Brafman:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 21, 2023
Pay versus Performance, page 25
1.Refer to the reconciliation table in footnotes (2) and (4) to your pay versus performance
table. It is unclear what amounts are reflected in the row titled "Year over Year Change in
Fair Value of Equity Awards Granted in Prior Years that Vested in the Year."
Specifically, equity awards granted in prior years that vest during the relevant year should
be valued as the difference between the fair value as of the end of the prior fiscal year and
the vesting date, not the "year over year" change in value. Please ensure that your table
headings reflect accurately the amounts used to calculate compensation actually paid.
Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
2.It appears that you have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5). Please provide this required disclosure in its entirety. Although you
may provide this information graphically, narratively, or a combination of the two, this
disclosure must be separate from the pay versus performance table required by Regulation
S-K Item 402(v)(1) and must provide, as applicable, a clear description of each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state that no relationship exists, even if a particular measure is not used in
FirstName LastNameLester Brafman
Comapany NameCohen & Company Inc.
November 9, 2023 Page 2
FirstName LastName
Lester Brafman
Cohen & Company Inc.
November 9, 2023
Page 2
setting compensation.
Please contact Alyssa Wall at 202-551-8106 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program