CreditRiskMonitor Sets Shareholder Meeting Amidst Executive Shifts

TL;DR

**CRMZ's upcoming shareholder meeting is a rubber stamp for the Flum family, but the executive shake-up and positive TSR are worth watching.**

AI Summary

CreditRiskMonitor.com, Inc. (CRMZ) is holding its Annual Meeting of Stockholders on September 18, 2025, to elect four directors, conduct an advisory vote on executive compensation, ratify CohnReznick LLP as its independent auditor for 2025, and determine the frequency of future executive compensation votes. The company reported a net income of $1,674,902 in 2024, a slight decrease from $1,695,053 in 2023. CEO Michael I. Flum's total compensation increased from $252,129 in 2023 to $273,713 in 2024, including a $40,000 bonus and $22,513 in option awards. Jennifer Gerold was appointed CFO on May 23, 2024, with a 2024 compensation of $217,887, replacing Steven Gargano. Flum Partners, controlled by Jerome S. Flum, holds a significant 50.5% beneficial ownership, while Jerome S. Flum individually holds 56.0% of the outstanding common shares. The company's total shareholder return for a $100 investment was $130 in 2024, up from $97 in 2023, indicating positive stock performance.

Why It Matters

This DEF 14A filing outlines critical governance decisions for CreditRiskMonitor.com, Inc., impacting investors through director elections and executive compensation votes. The significant beneficial ownership by Flum Partners and Jerome S. Flum (50.5% and 56.0% respectively) suggests strong insider control, which could influence strategic direction and investor confidence. The change in CFO from Steven Gargano to Jennifer Gerold on May 23, 2024, signals potential shifts in financial strategy, while the ratification of CohnReznick LLP ensures continued financial oversight. For customers, stable leadership and financial health are crucial for service continuity in the competitive credit risk assessment market.

Risk Assessment

Risk Level: medium — The risk level is medium due to the high concentration of beneficial ownership, with Jerome S. Flum controlling 56.0% of the voting shares, which could limit minority shareholder influence. Additionally, the company's 'Address Not Applicable' for its headquarters, while explained as remote-only, could present transparency challenges for some investors, despite providing a service agent address.

Analyst Insight

Investors should scrutinize the director nominees and executive compensation proposals, particularly given the significant insider ownership by Jerome S. Flum and Flum Partners. Pay close attention to the advisory vote on executive compensation and the frequency of future votes, as these reflect shareholder sentiment on management's performance and governance practices.

Executive Compensation

Key Numbers

• $1,674,902 — Net Income (Reported for 2024, a decrease from $1,695,053 in 2023)
• $273,713 — Michael I. Flum's Total Compensation (Increased from $252,129 in 2023 to $273,713 in 2024)
• 56.0% — Jerome S. Flum's Beneficial Ownership (Represents significant control over the company's voting securities)
• 10,767,501 — Common Shares Outstanding (As of August 12, 2025, entitled to vote)
• $130 — Total Shareholder Return for $100 Investment (In 2024, up from $97 in 2023)
• $2,000 — Non-Employee Director Quarterly Fee (Effective July 12, 2023, totaling $8,000 annually)
• 5,383,751 — Quorum for Annual Meeting (A majority of outstanding common shares)
• 1,000,000 — Shares available under 2020 Plan (Aggregate shares for options and other awards)
• $3.03 — Closing Market Price (Of common stock on December 31, 2024)
• $217,887 — Jennifer Gerold's Total Compensation (For 2024, following her appointment as CFO on May 23, 2024)

Key Players & Entities

• CREDITRISKMONITOR.COM, INC. (company) — Registrant
• Jerome S. Flum (person) — Executive Chairman, controlling general partner of Flum Partners, 56.0% beneficial owner
• Michael I. Flum (person) — Chief Executive Officer and President
• Jennifer Gerold (person) — Chief Financial Officer appointed May 23, 2024
• Steven Gargano (person) — Former Chief Financial Officer
• CohnReznick LLP (company) — Independent registered public accounting firm
• Santa Monica Partners, L.P. (company) — 5% or Greater Stockholder (6.7%)
• Caldwell Sutter Capital, Inc. (company) — 5% or Greater Stockholder (5.1%)
• Flum Partners (company) — 5% or Greater Stockholder (50.5%)
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

CreditRiskMonitor.com, Inc. operates in the financial data and analytics sector, providing credit risk information. This industry is characterized by a need for accurate, timely data and sophisticated analytical tools to assess the financial health of businesses. Competition often comes from established financial data providers and specialized risk management software companies.

Regulatory Implications

As a publicly traded company, CreditRiskMonitor.com, Inc. is subject to SEC regulations, including timely filing of proxy statements (DEF 14A) and adherence to accounting standards. Changes in financial reporting or corporate governance practices could trigger further regulatory scrutiny.

What Investors Should Do

1. Review director nominees' qualifications and independence before voting.
2. Evaluate the advisory vote on executive compensation, considering the pay-for-performance alignment.
3. Consider the company's total shareholder return of $130 for a $100 investment in 2024 as an indicator of performance.
4. Assess the significant beneficial ownership by Jerome S. Flum (56.0%) and Flum Partners (50.5%) and its implications for corporate control and governance.

Key Dates

• 2025-09-18: Annual Meeting of Stockholders — To elect directors, vote on executive compensation, ratify auditor, and determine compensation vote frequency.
• 2024-05-23: Jennifer Gerold appointed CFO, David Reiner appointed CAO — Key executive changes impacting financial reporting and oversight.
• 2024-12-31: Fiscal Year End — Basis for financial reporting and compensation calculations.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies that are soliciting shareholder votes. (This document contains crucial information about the company's annual meeting, director elections, executive compensation, and other shareholder matters.)

Beneficial Ownership

The actual right to use or enjoy the benefits of a security, even if it is registered in someone else's name. (Indicates who truly controls the voting power of the company's shares, as seen with Flum Partners and Jerome S. Flum.)

ASC 718

Accounting Standards Codification topic related to compensation—stock compensation, which governs the accounting for share-based payments. (Explains how the 'Option Awards' in the Summary Compensation Table are valued for financial reporting purposes.)

Quorum

The minimum number of shareholders or directors required to be present at a meeting for business to be legally transacted. (Ensures that the annual meeting has sufficient shareholder representation to make its decisions valid.)

Year-Over-Year Comparison

The company's net income saw a slight decrease from $1,695,053 in 2023 to $1,674,902 in 2024. Executive compensation for CEO Michael I. Flum increased by approximately 8.6% from $252,129 to $273,713, including a higher bonus and option awards. The total shareholder return for a $100 investment improved significantly, rising from $97 in 2023 to $130 in 2024, indicating positive market sentiment despite the marginal dip in net income.

Key Financial Figures

• $150,000 — S. Flum, Executive Chairman 2024 $150,000 — — — $150,000 2023 $150,00
• $150,000 M — 150,000 2023 $150,000 — — — $150,000 Michael I. Flum, Chief Executive Office
• $273,713 — $ 211,200 $ 40,000 $ 22,513 — $273,713 2023 $201,000 $ 38,000 $ 13,129
• $201,000 — ,000 $ 22,513 — $273,713 2023 $201,000 $ 38,000 $ 13,129 — $252,129
• $252,129 — $201,000 $ 38,000 $ 13,129 — $252,129 Steven Gargano, (3) Chief Financial
• $196,000 — 79,996 — — — $ 79,996 2023 $196,000 $ 38,500 $ 2,179 — $236,679 J
• $236,679 — 3 $196,000 $ 38,500 $ 2,179 — $236,679 Jennifer Gerold, (3) Chief Financia
• $176,790 — (3) Chief Financial Officer 2024 $176,790 $40,000 $ 1,097 — $217,887 20
• $40,000 — f Financial Officer 2024 $176,790 $40,000 $ 1,097 — $217,887 2023 — —
• $217,887 — 24 $176,790 $40,000 $ 1,097 — $217,887 2023 — — — — — David Rein
• $172,984 — (4) Chief Accounting Officer 2024 $172,984 $37,000 $ 772 — $210,756 2023
• $37,000 — Accounting Officer 2024 $172,984 $37,000 $ 772 — $210,756 2023 — —
• $210,756 — 2024 $172,984 $37,000 $ 772 — $210,756 2023 — — — — — (1) The a
• $2.42 — ichael I. Flum 3/13/2024 N/A 5,000 $2.42 $ 6,590 Jennifer Gerold (1) 3/13/2
• $2.20 — er Gerold (1) 3/13/2024 N/A 10,000 $2.20 $13,619 David Reiner 3/13/2024 N/A

Filing Documents

• ny20053793x1_def14a.htm (DEF 14A) — 366KB
• ny20053793x1_pc01.jpg (GRAPHIC) — 753KB
• ny20053793x1_pc02.jpg (GRAPHIC) — 476KB
• 0001140361-25-032155.txt ( ) — 3880KB
• crmz-20250918.xsd (EX-101.SCH) — 2KB
• ny20053793x1_def14a_htm.xml (XML) — 33KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth all cash compensation paid or to be paid by the Company in the last two fiscal years, as indicated to the Company's executive officers at the end of each fiscal year. SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary Bonus (1) Option Awards (2) All Other Compensation Total Jerome S. Flum, Executive Chairman 2024 $150,000 — — — $150,000 2023 $150,000 — — — $150,000 Michael I. Flum, Chief Executive Officer and President 2024 $ 211,200 $ 40,000 $ 22,513 — $273,713 2023 $201,000 $ 38,000 $ 13,129 — $252,129 Steven Gargano, (3) Chief Financial Officer 2024 $ 79,996 — — — $ 79,996 2023 $196,000 $ 38,500 $ 2,179 — $236,679 Jennifer Gerold, (3) Chief Financial Officer 2024 $176,790 $40,000 $ 1,097 — $217,887 2023 — — — — — David Reiner, (4) Chief Accounting Officer 2024 $172,984 $37,000 $ 772 — $210,756 2023 — — — — — (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. For a more detailed discussion of the assumptions used in estimating fair value, see Note 6 (Common Stock and Stock Options) of the Notes to Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2024 that accompanies this proxy statement. (3) On May 23, 2024, Jennifer Gerold was appointed Chief Financial Officer, replacing Steven Gargano who had served as the Company's Chief Financial Officer since April 2020. Mr. Gargano is no longer with the Company. (4) On May 23, 2024, David Reiner was appointed Chief Accounting Officer, who had served as the Company's

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth as of January 31, 2025 information regarding the beneficial ownership of the Company's voting securities (i) by each person or group known by the Company to be the owner of record or beneficially of more than five percent of the Company's voting securities, (ii) by each of the Company's directors and executive officers, and (iii) by all directors and executive officers of the Company as a group. Except as indicated in the following notes, the owners have sole voting and investment power with respect to the shares. Unless otherwise noted, each owner's mailing address is c/o CreditRiskMonitor.com, Inc., at InCorp Services, Inc., 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233. 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) 720,904 6.7% Caldwell Sutter Capital, Inc. Jospeh F. Helmer (2) 543,740 5.1% Flum Partners (3) 5,410,437 50.5% Named Executive Officers Jerome S. Flum 6,008,047 (4)(5) 56.0% Michael I. Flum (6) 6,500 —* Jennifer Gerold — — David Reiner (6) — — Non-Employee Directors Joshua M. Flum 6,500 —* All directors and executive officers (as a group (7 persons)) 6,021,047 (4)(5) 56.2% * less than 1% (1) Based on the information contained in a Schedule 13G/A filed January 26, 2023. 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. Includes 698,644 shares owned by Santa Monica Partners, L.P. and 22,260 shares owned by Lawrence J. Goldstein. (2) Based on the information contained in a Schedule 13G/A filed June 28,

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View this DEF 14A filing on SEC EDGAR