Gregory N. Roberts
AMRKAbout Gregory N. Roberts
Gregory N. Roberts, age 63, is Chief Executive Officer and a Director of A‑Mark Precious Metals (AMRK) and has served as CEO since 2005; he is also CEO and Director of Spectrum Group International (SGI), and previously led SGI’s North American coin division. He is a lifetime member of the American Numismatic Association and is described as bringing deep expertise in trading and precious metals operations to the board . AMRK’s recent performance metrics show multi‑year volatility: FY2025 pre‑tax profit was $21.3 million vs. $82.8 million in FY2024; net income attributable to AMRK was $17.3 million in FY2025 vs. $68.5 million in FY2024. Over five fiscal years starting FY2021, AMRK’s total stockholder return (TSR) on $100 invested reached 300.41 by FY2025, reflecting a 200% cumulative gain despite −29.7% in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| A‑Mark Precious Metals, Inc. | Chief Executive Officer & Director | 2005–present | Led expansion, acquisitions, and DTC scaling; provides operational link between management and board |
| Spectrum Group International, Inc. | President & Chief Executive Officer; Director | 2008–present | Oversaw SGI; coordinated related coin/numismatic operations and later strategic combination with AMRK |
| SGI North American coin division (incl. A‑Mark pre‑spin) | President | Prior to 2008 | Built operating foundation in trading/numismatics that underpins AMRK execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spectrum Group International, Inc. | CEO & Director | 2008–present | Governance and operational leadership across SGI; nexus for AMRK–SGI related‑party interactions |
| American Numismatic Association | Lifetime Member | N/A | Industry credibility and relationships in numismatics |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 560,000 | 1,000,000 | 1,000,000 |
| Bonus – Discretionary ($) | — | — | 200,000 |
| Stock Awards ($) | — | 5,652,036 (four‑year cash incentive grant fair value at grant) | — |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive ($) | 840,000 | 250,000 (pre‑tax profit formula) | — (no formula payout) |
| All Other Compensation ($) | 51,081 | 86,545 | 87,246 |
| Total ($) | 1,451,081 | 6,988,581 | 1,287,246 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Threshold | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|---|
| Annual Performance Bonus | GAAP pre‑tax profits | 100% | 1% of pre‑tax profits above $50M up to $2M; threshold: >$50M | FY2025 pre‑tax profits $21.3M → below threshold | $0 under formula; $200,000 discretionary award approved for FY2025 | Cash annual cycle |
| Annual Performance Bonus | GAAP pre‑tax profits | 100% | Same formula | FY2024 pre‑tax profits $82.8M | $250,000 (CEO requested 24% reduction vs. formula) | Cash annual cycle |
| Four‑Year Cash Incentive (FY2024–FY2027) | Total Stockholder Return (TSR) on “Starting Shares” minus CEO cash comp | N/A (long‑term) | 2% of aggregate TSR over performance period (base share value $36.32) less salary+bonuses; pays at end of term; accelerates on termination or change‑in‑control | Mark‑to‑market fair value fluctuates with stock price (declined in FY2025; “compensation actually paid” negative) | Cash at end of period or accelerated under contract terms |
Option/RSU activity signals:
- FY2025: Roberts exercised 49,000 options; value realized $1,774,070 (exercise when accompanied by sale). FY2024: exercised 83,600 options; value realized $2,184,913 .
- Outstanding options at FY2025 year‑end are fully vested/exercisable across multiple strikes/expirations (see Equity table) .
Equity Ownership & Alignment
| Ownership Item | Sept 19, 2024 | Sept 18, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 2,406,858 | 2,724,194 |
| % of outstanding common | 10.0% (23,168,764 outstanding) | 10.7% (24,644,386 outstanding) |
| Options currently exercisable/within 60 days | 820,780 | 816,460 |
| Silver Bow Ventures LLC (co‑owned with W.A. Richardson) shares included | 1,557,876 | 1,847,192 |
| Direct/Trust holdings noted | 28,202 direct + trust holdings noted | 28,202 + 32,340 trust holdings noted |
Alignment, hedging/pledging, guidelines:
- Company policy prohibits hedging transactions by officers/directors; no option repricing; no excise‑tax gross‑ups; clawback policies in place .
- No specific stock ownership guideline multiples for executives are disclosed; no pledging by Roberts is disclosed in proxy footnotes/policies .
Insider selling pressure and vesting:
- Repeated option exercises with realized sale proceeds in FY2024–FY2025 indicate periodic liquidity events; remaining option inventory is sizable but fully vested (multiple low‑strike legacy grants), implying potential future exercises subject to trading windows .
Employment Terms
| Term Element | Key Terms |
|---|---|
| Employment Agreement | Effective July 1, 2023 through June 30, 2027; CEO dedicates 80% of business time to AMRK; nomination to Board during term |
| Base Salary | $1,000,000 per annum during term |
| Annual Performance Bonus | 1% of pre‑tax profits above $50M up to $2M; Board retains discretion to award additional bonus amounts |
| Four‑Year Cash Incentive | 2% of aggregate TSR on “Starting Shares” over FY2024–FY2027 minus CEO’s cash compensation; payable at end of term; accelerates on termination/change‑in‑control; base share value uses 3‑month VWAP ending June 30, 2023 ($36.32) |
| Severance (non‑fault termination or Good Reason) | Lump‑sum equal to greater of $2,000,000 or 100% of “Annualized Pay” (annualized salary over last 36 months + average performance bonuses over prior 3 FYs); plus pro‑rata annual bonus and accelerated payout of 4‑year incentive; six months employer‑paid health benefits |
| Change‑in‑Control Economics | No enhanced cash severance solely for change‑in‑control; equity awards vest in full upon change‑in‑control; 4‑year incentive accelerates and pays based on TSR to the event; 280G cutback applies; no tax gross‑ups |
| Covenants | Non‑solicitation of employees for one year post‑termination; confidentiality; non‑disparagement; proprietary information protection; indemnification provided |
| Clawbacks | Robust clawback policies (including Nasdaq‑mandated recovery for restatements) covering cash/equity incentive compensation |
Board Governance
- Roberts is a management Director (not independent). The Board determined all nominees other than Greg Roberts, Carol Meltzer, and Michael Wittmeyer are independent under Nasdaq rules .
- Chairman of the Board: Jeffrey D. Benjamin (independent); Board separates CEO and Chair roles, with flexibility to evaluate leadership structure; Board met 10 times in FY2025, with each director attending at least 75% of meetings .
- Committee memberships (Roberts is not listed on committees):
- Audit Committee: Lepine (Chair), Landau, Ravich, Saville; Lepine qualifies as “audit committee financial expert” .
- Compensation Committee: Ravich (Chair), Landau, Moorhead, Saville .
- Nominating & Corporate Governance Committee: Sanchez (Chair), Lepine, Moorhead, Ravich .
- Executive officers who serve as directors receive no additional director compensation; director RSU/cash retainers apply to non‑employee directors only .
Related‑Party Transactions and Dual‑Role Implications
- SGI Acquisition (Feb 28, 2025): AMRK acquired SGI for $103.3 million total consideration (cash $46.0 million; 1,671,654 AMRK shares; debt repayment $11.0 million; other adjustments). Roberts (SGI CEO and AMRK CEO) and Meltzer (SGI GC and AMRK GC/Director) were the sole SGI directors throughout July 1, 2024 to closing; a Special Committee of independent AMRK directors negotiated and recommended approval .
- Roberts’ SGI Merger Consideration: $5,003,295 cash + 187,110 AMRK shares; total value $10,150,691; additionally, SGI paid Roberts a $800,000 transaction bonus from SGI cash consideration .
- Indemnification Holdback: Major SGI stockholders (including Silver Bow Ventures, co‑owned by Roberts and Richardson) agreed to indemnify AMRK for SGI breaches; holdback shares include Roberts 10,112 shares; staged releases subject to claims .
- Stack’s Bowers Galleries (wholly‑owned by SGI pre‑merger) transactions: In FY2025 pre‑merger, AMRK engaged in sales ($127.1M), purchases ($101.7M), earned interest/fees ($0.2M secured loans; $3.2M finance/repurchase), and royalty income ($0.8M); largest principal outstanding $4.8M; weighted average interest 8.0% .
- Policy: Related‑party transactions require Audit Committee approval; interested directors recuse .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay advisory approvals: 2024 – 77.9%; 2023 – 98.6%; 2022 – 97.3% .
- Compensation committee noted 2025 payouts were adjusted/discretionary at lower levels due to weaker performance (pre‑tax profits $21.3M) .
Compensation Peer Group and Benchmarking
- The compensation committee did not benchmark executive pay to a peer group due to limited direct comparables; however, pay‑versus‑performance disclosures reference a peer TSR basket (e.g., BGC, StoneX, FirstCash, etc.) for context and exhibit strong multi‑year AMRK TSR relative to peers .
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Net Income attributable to AMRK ($000s) | 159,637 | 132,536 | 156,360 | 68,546 | 17,320 |
| GAAP Pre‑Tax Profits ($000s) | 192,801 | 166,417 | 203,170 | 82,778 | 21,270 |
| TSR – $100 initial value | 267.34 | 383.74 | 468.95 | 427.09 | 300.41 |
Additional revenue/EBITDA context:
- Revenue: $9,699,039k (FY2024) and $10,978,614k (FY2025) .
- EBITDA: $106,538k (FY2024) and $64,445k (FY2025) .
Compensation Structure Analysis
- Shift toward TSR‑linked long‑term cash incentive (FY2024 grant intended to cover FY2024–FY2027) reduces annual equity grant cadence; aligns upside to shareholder returns; “compensation actually paid” in FY2025 was negative due to decline in TSR instrument fair value, consistent with pay‑for‑performance linkage .
- Annual formula bonus paid in FY2024 (reduced at CEO request); zero formula payout in FY2025 (below threshold). Discretionary bonus was modest ($200k) in FY2025, reflecting execution on acquisitions and integration despite lower profits .
- No option repricing and no excise tax gross‑ups; robust clawbacks; hedging prohibited .
Risk Indicators & Red Flags
- Related‑party complexity: CEO dual role with SGI and significant Silver Bow Ventures holdings necessitated special committee oversight; deal structure included indemnification holdbacks to protect AMRK .
- Say‑on‑pay approval dropped to 77.9% in 2024 from >97% prior two years, indicating rising investor scrutiny on pay outcomes vs. performance .
- FY2025 profit compression and TSR decline increased the likelihood of lower incentive payouts; EBITDA fell 40% YoY; margins remained low as a percentage of revenue .
- Section 16 compliance was affirmed (no delinquent reports) .
Equity Ownership & Director Compensation (for context)
- Director compensation policy: cash retainer and annual RSUs for non‑employee directors; Roberts receives no additional director compensation as an executive .
- Board attendance: all directors ≥75% of meetings; 10 meetings in FY2025 .
Investment Implications
- Pay‑for‑performance alignment is tight: annual bonus is formulaic to pre‑tax profits; multi‑year TSR cash incentive is sensitive to stock performance and can swing “compensation actually paid.” FY2025 zero formula payout and negative “comp actually paid” support alignment and reduce short‑term selling incentives outside legacy option exercises .
- Ownership is significant (~10–11%), including low‑strike fully vested options and large co‑owned Silver Bow holdings—provides strong skin‑in‑the‑game but increases related‑party governance sensitivity (e.g., SGI transactions). The special committee process, clawbacks, and no‑gross‑up provisions mitigate some risks .
- Integration of SGI/Pinehurst/AMS and expansion of DTC mix (higher gross profit share) are key execution levers underlying future incentive realizations; EBITDA decline vs. revenue growth in FY2025 highlights margin management and synergy capture as determinative for annual incentives and TSR outcomes .
- Watch items: continued option exercise cadence (liquidity events), post‑merger related‑party settlements/holdback releases, say‑on‑pay trend, and TSR instrument valuation path through FY2027 .