Since 1985, Jerome S. Flum has served as the Chairman of the Board and is the Company’s former Chief Executive Officer. Michael I. Flum succeeded him as Chief Executive Officer in 2023. Jerome S. Flum serves as the Company’s Executive Chairman and stands for re-election to the Board as Executive Chairman. We do not currently have a lead independent director. Given the Company’s history, position, Board composition and the relatively small size of the Company and management team, at this time, the Board believes that the Company and the shareholders are best served by the current leadership structure.
Report of the Audit Committee
In overseeing the preparation of the financial statements of CreditRiskMonitor.com, Inc. as of December 31, 2025 and for the years ended December 31, 2025 and 2024, the Audit Committee met with management to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee discussed the statements with management. The Audit Committee also discussed with CohnReznick LLP, the Company’s independent registered public firm, (“CohnReznick”), the matters required to be discussed by Auditing Standard No. 1301 (“AS 1301”) “Communications with Audit Committees”.
The Audit Committee received the written disclosures and the letter from CohnReznick required by applicable requirements of the Public Company Accounting Oversight Board regarding CohnReznick’s communications with the Committee concerning independence and the Committee discussed CohnReznick’s independence with CohnReznick.
On the basis of these reviews and discussions, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the Securities and Exchange Commission.
Audit Committee:
Lawrence Fensterstock, Lisa Reisman, and Joshua M. Flum
Hedging and Pledging Policies
The Company’s Insider Trading Policy prohibits officers, directors and employees from engaging in transactions that hedge or offset any decrease in the market value of our securities. In addition, the policy generally prohibits pledging of Company securities as collateral for a loan.
Meetings
The Board held four (4) meetings during the fiscal year ended December 31, 2025.
The Audit Committee of the Board held four (4) meetings, prior to the filing of each of the Company’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
During 2025, all of the directors attended at least 75% of the meetings of the Board and of the committees on which they served.
The Company does not have a formal policy regarding director attendance at the annual meeting of stockholders. However, all directors are encouraged to attend.
Communications with the Board
Any security holder who wishes to communicate with the Board or a particular director should send the correspondence to the Board, CreditRiskMonitor.com, Inc., to InCorp Services, Inc., 9107 West Russell Road Suite 100, Las Vegas, NV, 89148-1233, Attention: Corporate Secretary. Any such communication so addressed will be forwarded by the Corporate Secretary to the members or a particular member of the Board.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.
