Carol Meltzer
AMRKAbout Carol Meltzer
Carol Meltzer is Executive Vice President, General Counsel, Corporate Secretary, and a Director of A‑Mark Precious Metals (AMRK). She has served as GC/EVP/Secretary since the March 2014 spin-off and as a Director since 2021; age 66; BA and JD from the University of Michigan . Company performance context: FY2025 pre-tax profit was $21.3 million and EBITDA $64.4 million; five-year TSR (FY2021–FY2025) was 200% with FY2025 TSR of −29.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spectrum Group International (SGI) | General Counsel, Secretary, Executive Vice President | 2006–2014 | Led legal function and served as sole SGI director alongside AMRK’s CEO through merger; supported M&A execution |
| Spectrum Group International | Various legal capacities | 1996–2006 | Supported SGI’s corporate legal matters pre-GC tenure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SGI Board of Directors | Director (with CEO Roberts) | 2024–Feb 2025 | Sole board member with CEO; oversaw SGI sale to AMRK; received $500,000 transaction bonus from SGI at closing |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $300,000 |
| All Other Compensation ($) | $32,452 | $33,799 | $35,475 |
| Target Bonus % | Not applicable – bonus discretionary for GC | Not applicable – bonus discretionary for GC | Not applicable – bonus discretionary for GC |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| FY 2025 | Discretionary bonus recognizing M&A legal coordination, compliance (data protection/privacy, global regs), SEC reporting leadership | N/A | N/A | N/A | $70,000 | Cash |
| FY 2024 | Discretionary bonus (committee determination per CD&A) | N/A | N/A | N/A | $125,000 | Cash |
| FY 2023 | Discretionary bonus (committee determination) | N/A | N/A | N/A | $257,500 | Cash |
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total Beneficial Ownership | 50,200 shares; includes 15,000 shares via currently exercisable options (within 60 days) |
| Ownership % of Outstanding | Less than 1% (common shares outstanding 24,644,386 at 9/18/2025) |
| Options – Exercisable | 9,000 at $6.05 (exp. 1/26/2027); 6,000 at $3.10 (exp. 8/30/2028) |
| Options – Unexercisable | None disclosed at FY2025; all listed options fully vested |
| RSUs (vested/unvested) | None disclosed for Meltzer at FY2025 |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosures noted |
| Ownership Guidelines | No executive ownership guideline disclosures found for GC in proxy |
Employment Terms
- Contract status: No employment agreement for GC in FY2025; annual bonuses solely discretionary .
- Severance/change in control: Company policy provides severance only for senior NEOs per agreements; for other NEOs (including GC), severance is discretionary; no tax gross-ups; equity awards accelerate on change in control (general NEO policy) .
- Clawback: Robust clawback policies aligned to SEC/Nasdaq; recovery of incentive comp upon restatements even absent misconduct .
- Insider trading: Policy prohibits hedging and short-term speculative transactions .
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since 2021 |
| Independence | Not independent (executive officer) |
| Committees | Not listed as a member of Audit, Compensation, or Nominating committees; committees comprised entirely of independent directors |
| Board Attendance | Board met 10 times in FY2025; each director attended ≥75% of meetings; all directors attended Nov 2024 annual meeting |
| Director Pay | Executive officers who serve as directors receive no additional director compensation |
Director Compensation (Policy context)
| Component | Amount |
|---|---|
| Annual Cash Retainer (non-employee director) | $60,000; Chairman $120,000 |
| Committee Chair Retainers | Audit/Comp Chair $10,000; Nominating Chair $5,000 |
| Committee Member Retainers | Audit/Comp member $5,000 |
| Annual Equity (RSUs) | $60,000 grant value ($120,000 for Chair); vests in one year; settlement deferral permitted |
Performance & Track Record
- FY2025 context: Revenues $10.98B (+13% y/y), gross profit $210.9M (+22%), net income $17.3M (−75%), EBITDA $64.4M (−40% y/y); pre-tax profit $21.3M; TSR −29.7% over one year; five-year TSR 200% .
- Acquisitions/initiatives: Legal leadership in completing three acquisitions (SGI, Pinehurst, AMS), bank approvals/credit facility extension, logistics automation expansion (AMGL), Singapore operations launch (LPM wholesale/retail), integration initiatives—basis for FY2025 discretionary bonuses across NEOs .
- SGI transaction: Sole SGI director with CEO; special committee negotiated deal; Meltzer received $500,000 SGI transaction bonus funded from merger cash consideration .
Compensation Structure Analysis
- GC pay is largely fixed salary plus discretionary cash bonus without preset financial metrics—aligns compensation to qualitative legal/compliance execution; FY2025 bonus reduced ($70k) vs FY2024 ($125k) and FY2023 ($257.5k), consistent with lower TSR and profits .
- No equity grants to GC in FY2025; outstanding options are legacy and fully vested; no RSU overhang—limited near-term vesting-driven sell pressure .
Related Party Transactions
- SGI merger involved insiders; mitigants included negotiation by a special independent committee and indemnification holdbacks; insiders (including Meltzer) disclosed consideration received; SGI paid Meltzer $500,000 transaction bonus at close .
Compensation Peer Group & Say‑on‑Pay
- Peer group used for pay vs performance analysis spans alternative brokerage, alternative financial services, and e‑commerce names (e.g., SNEX, ENVA, CVNA, LQDT, BYON) .
- Say‑on‑pay approvals: 2022 97.3%, 2023 98.6%, 2024 77.9%—Committee concluded program generally supported; lower 2024 approval noted .
Expertise & Qualifications
- Legal credentials: University of Michigan BA/JD; decades in corporate law at SGI and private practice (Stroock; Kramer Levin) .
- Governance experience: Corporate Secretary and Director; SGI board oversight through transaction .
Employment Terms (Detailed)
| Term | GC (Meltzer) |
|---|---|
| Employment Agreement | None in FY2025 |
| Severance | Discretionary for non-senior NEOs |
| Change-in-Control | Equity acceleration applies to NEOs; GC had fully vested options at FY2025 |
| Clawback | Robust recovery policies (SEC/Nasdaq-compliant) |
| Hedging | Prohibited by policy |
Investment Implications
- Alignment: Meltzer’s equity exposure is modest (<1% ownership) and primarily via fully vested, out-year options—limited forced-sale risk from vesting; no RSU schedules disclosed for GC . Hedging prohibited; no pledging disclosures—alignment supported by policy .
- Retention risk: Absence of a formal employment agreement and discretionary severance implies flexibility for AMRK but may reduce retention binding; however, long tenure and central role as Corporate Secretary/GC suggest institutional anchoring .
- Governance checks: Dual role as executive and director means non-independence, but she is not on key committees, and committees are fully independent—mitigates independence concerns; board attendance thresholds met .
- Trading signals: With no scheduled RSU vesting for GC and options expiring in 2027/2028, monitor 10b5‑1 plans and Form 4 activity around option exercises; Section 16 compliance reported with no delinquencies in FY2025 . Company-level profitability/TSR dynamics drove lower discretionary payouts in FY2025—management discipline on pay-for-performance persists .