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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Credit Risk Monitor Com Inc (QX) | USOTC:CRMZ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.05 | -2.38% | 2.05 | 1.90 | 2.19 | 2.05 | 2.02 | 2.02 | 1,085 | 21:10:34 |
☑ | Filed by the Registrant |
☐ | Filed by a Party other than the Registrant |
☐ | Preliminary Proxy Statement |
☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☑ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to Section 240.14a-12 |
☑ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1. | To elect four directors for the coming year; |
2. | To ratify the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and |
3. | To transact such other business as may properly come before the meeting. |
| | Michael Flum | |
| | Chief Executive Officer | |
Valley Cottage, New York | | | |
June 6, 2024 | | |
| WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. ANY STOCKHOLDER MAY REVOKE A SUBMITTED PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING THE MEETING AND VOTING IN PERSON. THOSE VOTING BY INTERNET OR BY TELEPHONE MAY ALSO REVOKE THEIR PROXY BY VOTING IN PERSON AT THE MEETING OR BY VOTING AND SUBMITTING THEIR PROXY AT A LATER TIME BY INTERNET OR BY TELEPHONE. | |
SUMMARY COMPENSATION TABLE | ||||||||||||||||||
Name and Principal Position | | | Year | | | Salary | | | Bonus(1) | | | Option Awards(2) | | | All Other Compensation | | | Total |
Jerome S. Flum, Executive Chairman | | | 2023 | | | $150,000 | | | $0 | | | — | | | — | | | $150,000 |
| 2022 | | | $150,000 | | | $0 | | | — | | | — | | | $150,000 | ||
Michael I. Flum, Chief Executive Officer | | | 2023 | | | $201,000 | | | $38,000 | | | $13,129 | | | — | | | $252,129 |
| 2022 | | | $184,193 | | | $33,000 | | | 6,617 | | | — | | | $223,810 | ||
Steven Gargano, Chief Financial Officer | | | 2023 | | | $196,000 | | | $38,500 | | | $2,179 | | | — | | | $236,679 |
| 2022 | | | $189,800 | | | $38,000 | | | 720 | | | — | | | $228,520 |
(1) | The amounts in this column reflect bonuses awarded for the fiscal year shown but paid in the subsequent fiscal year. |
(2) | Represents the compensation costs of stock option awards for financial reporting purposes for the year under ASC 718, rather than an amount paid to or realized by the Named Executive Officer. See Note 6 of the Notes to Financial Statements for a discussion of the assumptions used in calculating the aggregate grant date fair value computed in accordance with ASC 718. The ASC 718 value as of the grant date for stock options is spread over the number of months of service required for the grant to become non-forfeitable. There can be no assurance that the ASC 718 amounts will ever be realized. |
GRANTS OF PLAN-BASED AWARDS | |||||||||||||||
| | | | Equity Grants | |||||||||||
Name | | | Grant Date | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards |
Jerome S. Flum | | | N/A | | | N/A | | | N/A | | | N/A | | | N/A |
Michael I. Flum | | | 1/25/2023 | | | N/A | | | 5,000 | | | $2.70 | | | 10,013 |
| 5/01/2023 | | | N/A | | | 50,000 | | | $3.08 | | | 101,086 | ||
Steven Gargano | | | 1/25/2023 | | | N/A | | | 2,000 | | | $2.70 | | | 4,005 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | |||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Un-exercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date |
Jerome S. Flum | | | -0- | | | -0- | | | -0- | | | -0- | | | N/A |
Michael I. Flum | | | -0- | | | 50,000 | | | -0- | | | $1.45 | | | 10-24-29 |
| -0- | | | 25,000 | | | -0- | | | $2.19 | | | 10-29-29 | ||
| -0- | | | 30,000 | | | -0- | | | $1.85 | | | 01-28-32 | ||
| -0- | | | 5,000 | | | -0- | | | $2.70 | | | 01-25-33 | ||
| -0- | | | 50,000 | | | -0- | | | $3.08 | | | 05-01-33 | ||
Steven Gargano | | | -0- | | | 12,000 | | | -0- | | | $1.80 | | | 07-29-29 |
| -0- | | | 3,000 | | | -0- | | | $2.19 | | | 10-29-29 | ||
| -0- | | | 4,000 | | | -0- | | | $1.85 | | | 01-28-32 | ||
| -0- | | | 2,000 | | | -0- | | | $2.70 | | | 01-25-33 |
DIRECTOR COMPENSATION | |||||||||
Name | | | Fees Earned or Paid in Cash(1) | | | Option Awards(2) | | | Total |
Brigitte Muehlmann | | | $8,000 | | | $367 | | | $8,367 |
Lisa Reisman | | | $8,000 | | | $367 | | | $8,367 |
Joshua M. Flum | | | $8,000 | | | $7,259 | | | $15,259 |
Andrew J. Melnick | | | $4,000 | | | $0 | | | $4,000 |
Richard Lippe | | | $4,000 | | | $0 | | | $4,000 |
(1) | Fees earned in 2023 for former directors Andrew Melnick and Richard Lippe were $4,000 and fees paid in cash were $0 per director. Fees earned in 2023 for returning director Joshua Flum were $6,000 and fees paid in cash were $8,000. Fees earned in 2023 for newly elected directors Brigitte Muehlmann and Lisa Reisman were $4,000 and fees paid in cash were $8,000 per director. |
(2) | Represents the compensation costs for financial reporting purposes for the year under ASC 718. See Note 6 to the Notes to Financial Statements for the assumptions made in determining ASC 718 values. |
Pay Versus Performance | ||||||||||||||||||
Year(s) (a) | | | Summary Compensation Table Total for PEO (b) | | | Compensation Actually paid to PEO (c) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e) | | | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (f) | | | Net Income (g) |
2023 | | | $201,000 | | | $239,000 | | | $193,340 | | | $192,250 | | | $97 | | | $1,695,053 |
2022 | | | $150,000 | | | $150,000 | | | $226,165 | | | $222,497 | | | $142 | | | $1,360,238 |
2021 | | | $150,000 | | | $150,000 | | | $208,110 | | | $208,110 | | | $72 | | | $3,363,704 |
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership | | | Percent of Class |
5% or Greater Stockholders | | | | | ||
Santa Monica Partners, L.P. SMP Asset Management, LLC Lawrence J. Goldstein(1) 1865 Palmer Avenue Larchmont, NY 10538 | | | 720,904 | | | 6.5% |
Flum Partners(2) | | | 5,641,134 | | | 52.1% |
Named Executive Officers | | | | | ||
Jerome S. Flum | | | 6,239,776(4)(5) | | | 57.6% |
Michael I. Flum | | | 6,500 | | | —* |
Non-Employee Directors | | | | | ||
Joshua M. Flum(5) | | | 32,900 | | | —* |
All directors and executive officers (as a group (5 persons)) | | | 6,279,176(3)(4) | | | 58.6% |
* | less than 1% |
(1) | Based on the information contained in a Schedule 13G/A filed January 27, 2024. The general partner of Santa Monica Partners, L.P. is SMP Asset Management, LLC. Lawrence J. Goldstein is an individual investor, the sole managing member and the sole owner of SMP Asset Management, LLC, and may be deemed to beneficially own these shares. |
(2) | The general partners of Flum Partners are Jerome S. Flum, Executive Chairman of the Board of the Company; Michael I. Flum, Chief Executive Officer of the Company; and Barbara Schwartz, spouse of Jerome S. Flum. The controlling general partner is Jerome S. Flum. |
(3) | Includes 5,641,134 shares owned by Flum Partners, of which Mr. Flum is the controlling general partner, which are also deemed to be beneficially owned by Mr. Flum because of his power, as controlling general partner of Flum Partners, to direct the voting of such shares held by the partnership. Mr. Flum disclaims beneficial ownership of the shares owned by Flum Partners. The 6,239,776 shares of Common Stock, or 57.61% of the outstanding shares of Common Stock, may also be deemed to be owned, beneficially and collectively, by Flum Partners and Mr. Flum, as a “group”, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”). |
(4) | Includes 7,800 shares of Common Stock owned by a grandchild of Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum. Also, includes 260,000 shares of Common Stock owned by Family Trusts established by Mr. Flum, the beneficial ownership of which is disclaimed by Mr. Flum. |
(5) | Includes 6,500 shares of Common Stock and 26,400 shares of Common Stock which may be acquired upon the exercise of stock options which have vested or will vest within 60 days of March 10, 2024. |
Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
Equity compensation plans approved by stockholders | | | 714,050 | | | $2.14 | | | 580,950 |
Total | | | 714,050 | | | $2.14 | | | 580,950 |
Name | | | Age | | | Principal Occupation/Position Held with Company | | | Officer or Director Since |
Jerome S. Flum | | | 83 | | | Chairman of the Board | | | 1983 |
Brigitte Muehlmann | | | 61 | | | Director | | | 2023 |
Lisa Reisman | | | 55 | | | Director | | | 2023 |
Joshua M. Flum | | | 54 | | | Director | | | 2007 |
Name | | | Age | | | Principal Occupation/Position Held with Company | | | Officer Since |
Jerome S. Flum | | | 83 | | | Executive Chairman | | | 1983 |
Michael I. Flum | | | 37 | | | Chief Executive Officer/President | | | 2019 |
Steven Gargano | | | 47 | | | Senior Vice President/Chief Financial Officer | | | 2020 |
• | Appoint, evaluate, compensate, oversee the work of, and if appropriate terminate, the independent auditor, who shall report directly to the Committee. |
• | Approve in advance all audit engagement fees and terms of engagement as well as all audit and non-audit services to be provided by the independent auditor. |
• | Engage independent counsel and other advisors, as it deems necessary to carry out its duties. |
| | Fiscal Year Ended December 31, | ||||
| | 2023 | | | 2022 | |
Audit fees(1) | | | $158,550 | | | $152,250 |
Audit related fees(2) | | | — | | | — |
Tax fees(3) | | | 17,325 | | | 15,750 |
All other fees | | | — | | | — |
Total fees | | | $173,875 | | | $168,000 |
(1) | Consists of fees for services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements. |
(2) | Consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.” |
(3) | Consists of fees for preparation of federal and state income tax returns. |
1 Year Credit Risk Monitor Com (QX) Chart |
1 Month Credit Risk Monitor Com (QX) Chart |
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