Ellis Landau

About Ellis Landau

Ellis Landau (age 81) has served as an independent director of A‑Mark Precious Metals since 2014, bringing deep finance, accounting, executive compensation, and corporate governance experience from senior roles in gaming and prior service at the SEC; he holds a BA in economics from Brandeis University and an MBA in finance from Columbia Business School . He currently serves on A‑Mark’s Audit Committee and Compensation Committee and is deemed independent under Nasdaq rules; in fiscal 2025, the Board met 10 times and each director attended at least 75% of meetings, with full director attendance at the November 2024 Annual Meeting .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee (member) and Compensation Committee (member); Audit Chair is Beverley Lepine and Compensation Chair is Jess Ravich .
• Independence: Landau is independent; all nominees except Greg Roberts, Carol Meltzer, and Michael Wittmeyer are independent under Nasdaq rules .
• Attendance: In fiscal 2025 the Board met 10 times; each director attended at least 75% of applicable meetings; all directors attended the November 2024 Annual Meeting .
• 2025 election support: Landau received 14,621,645 “For” votes and 126,977 “Withheld” (99.14% support on shares voted and withheld), with 2,828,776 broker non-votes .

Fixed Compensation

• Director compensation policy for non-employee directors: $60,000 annual cash retainer ($120,000 for Board Chair); committee chair retainers ($10,000 Audit/Compensation; $5,000 Nominating); committee member retainers ($5,000 Audit/Compensation); annual RSU grant with $60,000 value (or $120,000 for Chair) granted on the Annual Meeting date; RSUs vest one year post-grant with accelerated vesting on death/disability, change in control, or termination at the next annual meeting; dividend equivalents accrue; directors may elect settlement deferral; no meeting fees .
• Alignment of policy and Landau’s FY25 cash: His $70,000 cash aligns with policy and his committee memberships (base retainer plus member retainers), though the company does not pay meeting fees .

Performance Compensation

• RSU features: dividend equivalents accrue; accelerated vesting on specified events; settlement may be deferred by election; no performance conditions disclosed for director RSUs .
• No options or PSU grants to Landau in FY25; options outstanding were disclosed only for Sanchez and Saville from March 2021 grants .

Other Directorships & Interlocks

• SGI transactions and governance safeguards: A special committee of independent A‑Mark directors (Lepine, Sanchez, Saville) negotiated and recommended the SGI acquisition; they received special compensation ($100,000 each, plus $50,000 to the Chair) for non-recurring Board work .
• Related-party context: Prior to the Merger, A‑Mark had extensive arm’s-length transactions with SGI’s Stack’s Bowers Galleries (sales $127.1M; purchases $101.7M; finance fees/interest/royalties detailed; weighted average interest rate 8.0%) .

Expertise & Qualifications

• Strategic and financial acumen from 16 years as EVP & CFO at Boyd Gaming; treasury experience at Ramada/Aztar; regulatory insight from the SEC .
• Prior audit chair experience and service on governance/compliance committees; advanced finance education (Columbia MBA) and economics training (Brandeis BA) .
• Brings substantial experience in finance, accounting, executive compensation, and corporate governance to A‑Mark’s Audit and Compensation Committees .

Equity Ownership

• Hedging: Company prohibits hedging of common stock by officers, directors, and employees .
• Pledging: No pledging by Landau disclosed.
• Ownership guidelines: No director-specific ownership guideline disclosure found; RSU settlement deferral is permitted .

SGI Merger Consideration to Landau (Feb 28, 2025)

• Holdback mechanics: Indemnification holdback shares are released in two tranches (50% at Nov 30, 2025; remainder at Aug 31, 2026), net of claims; de minimis basket and $250,000 deductible apply .

Fixed Compensation (Policy Details)

Performance Compensation (Director RSUs)

SAY‑ON‑PAY & Shareholder Feedback

• 2025 advisory vote on NEO compensation: 76.44% “For” (11,245,184 For; 3,466,773 Against; 36,665 Abstain; 2,828,776 broker non-votes) .
• Prior approval rates noted in proxy: 2024 say‑on‑pay 77.9%; 2023 98.6%; 2022 97.3% .

Governance Assessment

• Positive signals: Landau’s strong re‑election support (99.14%) and independence support investor confidence; his audit and compensation committee experience aligns with A‑Mark’s governance needs; board policy prohibits hedging and includes a clawback with no tax gross‑ups or option repricing, demonstrating investor‑friendly practices .
• Compensation alignment: Director pay is balanced between cash and equity (FY25: $70k cash and $59,956 RSUs) with time‑based vesting and dividend equivalents; no meeting fees reduce potential pay inflation .
• Conflicts and mitigants: Landau was an SGI stockholder who received cash and shares in A‑Mark’s 2025 SGI acquisition; the company used a special committee of independent directors (not including Landau) to negotiate, applied indemnification holdbacks (including 4,347 shares for Landau), and disclosed substantial pre‑merger transactions with SGI’s subsidiary on arm’s‑length terms, mitigating perceived conflicts through process and structure .
• Attendance and engagement: Board met 10 times; all directors met minimum attendance, and all were present at the 2024 Annual Meeting, indicating baseline engagement; individual attendance rates are not disclosed .

RED FLAGS to monitor:
• SGI-related interests (consideration received, indemnification structures) create potential perceived conflicts; continued transparency and independent committee oversight are key .
• Concentration of relationships across SGI/A‑Mark ecosystem warrants ongoing scrutiny of related‑party policies and Audit Committee enforcement .