UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2024, Horizon Kinetics Holding Corporation (the “Company”) issued a press release setting forth the Company’s financial information for the three and nine months ended September 30, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Compensation
On November 5, 2024, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Horizon Kinetics Holding Corporation (the “Company”) approved the Company’s executive compensation program (the “Program”) for the remainder of the 2024 fiscal year and for the 2025 fiscal year. The material elements of the Program include base salaries and discretionary bonuses. Base salaries are used to provide a fixed amount of compensation for an executive officer’s regular work, are reviewed annually and may be adjusted from time to time by the Compensation Committee. Bonuses are discretionary, are paid in the form of cash awards only and are paid out of a general pool for executive officers other than Messrs. Murray Stahl, Steven Bregman and Peter Doyle. For the 2025 fiscal year, the bonus pool will be based on a percentage of incentive fees earned by the Company, which may be adjusted from time to time at the discretion of the Compensation Committee. The Company does not currently intend to pay its executive officers in the form of stock awards, options, or any other form of equity-based compensation, but will reassess at appropriate times in the future. The Company has no employment agreements with any of its executive officers.
On November 5, 2024, the Compensation Committee approved the compensatory arrangements set forth in the following table:
2024 |
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Name and Title |
Salary |
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Bonus^ |
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Total |
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Murray Stahl, Chief Executive Officer and Chief Investment Officer* |
$ |
386,400 |
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$ |
- |
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$ |
386,400 |
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Jay Kesslen, General Counsel and Secretary |
$ |
775,000 |
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$ |
200,000 |
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$ |
975,000 |
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Alun Williams, Chief Operating Officer |
$ |
550,000 |
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$ |
500,000 |
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$ |
1,050,000 |
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Mark Herndon, Chief Financial Officer |
$ |
350,000 |
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$ |
175,000 |
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$ |
525,000 |
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* |
In addition to the amounts listed for Mr. Stahl, the Company has paid expenses associated with healthcare benefits for Mr. Stahl in the amount of $19,590. |
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Bonus amounts subject to adjustment. |
2025 |
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Name and Title |
Salary |
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Bonus |
Total |
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Murray Stahl, Chief Executive Officer and Chief Investment Officer** |
$ |
410,000 |
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TBD |
$ |
410,000 |
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Jay Kesslen, General Counsel and Secretary |
$ |
1,000,000 |
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TBD |
$ |
1,000,000 |
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Alun Williams, Chief Operating Officer |
$ |
1,000,000 |
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TBD |
$ |
1,000,000 |
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Mark Herndon, Chief Financial Officer |
$ |
525,000 |
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TBD |
$ |
525,000 |
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** |
In addition to the amounts listed for Mr. Stahl, the Company will pay expenses associated with healthcare benefits for Mr. Stahl estimated to be approximately $20,000. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
99.1 |
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104 |
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Cover page interactive data file (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HORIZON KINETICS HOLDING CORPORATION |
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Date: |
November 12, 2024 |
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/s/ Jay Kesslen |
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Jay Kesslen |