Jeffrey D. Benjamin
AMRKAbout Jeffrey D. Benjamin
Jeffrey D. Benjamin, age 64, is an independent Director and Chairman of the Board of A‑Mark Precious Metals (AMRK), serving since 2014. He is a Senior Advisor to Cyrus Capital Partners focused on distressed investments and currently serves as Chairman of the Board of Rackspace Technology; he previously served on the boards of Caesars Entertainment (2008–2017), Chemtura (2010–2017), and American Airlines Group (2013–2024) . He holds an MBA from MIT Sloan and a BA from Tufts University . The Board has determined he is independent, and in fiscal 2025 the Board met 10 times with each director attending at least 75% of applicable meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spectrum Group International (SGI) | Non‑Executive Chairman; Director | Chairman 2012–2014; Director 2009–2014 | Governance leadership during pre‑spin period; industry expertise |
| Caesars Entertainment Company | Director | 2008–2017 | Oversight in gaming/hospitality |
| Chemtura Corporation | Director | 2010–2017 | Oversight in specialty chemicals |
| American Airlines Group, Inc. | Director | 2013–2024 | Oversight in airlines/transport |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Cyrus Capital Partners, L.P. | Senior Advisor | Since 2008 | Distressed investment expertise |
| Rackspace Technology (Nasdaq: RXT) | Chairman of the Board | Current | Leadership in technology/hosting |
Board Governance
- Board Chair (since 2014); not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees (current committee rosters exclude him) .
- Independence: Board determined all nominees other than Roberts, Meltzer, and Wittmeyer are independent; Benjamin qualifies as independent .
- Attendance and engagement: Board met 10 times in fiscal 2025; each director attended at least 75% of meetings; all directors attended the Nov 2024 annual meeting .
- Committee structure (for context): Audit (Lepine Chair; Landau; Ravich; Saville), Compensation (Ravich Chair; Landau; Moorhead; Saville), Nominating (Sanchez Chair; Lepine; Moorhead; Ravich) .
Fixed Compensation
| Year | Cash Retainer (Chair) | Committee Fees | Special Fees | Equity Grant (RSUs) | Equity Grant Fair Value | Notes |
|---|---|---|---|---|---|---|
| FY2025 (for 2024 AM) | $120,000 | $0 (not on committees) | $0 (Special Committee fees paid to others) | 3,966 RSUs (Chair grant at 2024 Annual Meeting) | $119,911 | Annual policy: $120k cash + $120k RSUs for Chair; 1-year vest; deferral optional . Benjamin’s FY2025 Director comp line: $120,000 cash; $119,911 stock . |
| FY2024 (for 2023 AM) | $120,000 | $0 | $0 | 4,638 RSUs (Chair grant at 2023 Annual Meeting) | $119,985 | FY2024 Director comp line: $120,000 cash; $119,985 stock . RSUs vest after one year; deferral optional . |
Notes: In FY2025, Special Committee fees ($100k per member; additional $50k to Chair) were paid to Lepine (Chair), Sanchez, Saville; Benjamin was not listed as a member .
Performance Compensation
| Component | Performance Metric(s) | Outcome/Terms |
|---|---|---|
| Director equity | Time‑based RSUs | Vests one year from grant; no performance metrics; settlement may be deferred; dividend equivalents accrue . |
| Meeting/other fees | None | No meeting fees paid; service on Nominating (non‑chair) has no extra fees . |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Related‑Party Relevance |
|---|---|---|
| Rackspace Technology (Nasdaq: RXT) | Chairman of the Board | No AMRK related‑party disclosed . |
| Cyrus Capital Partners | Senior Advisor | No AMRK related‑party disclosed . |
| Spectrum Group International (SGI) | Former non‑Exec Chair & Director; SGI stockholder (15.1%) | Related‑party exposure: AMRK acquired SGI on Feb 28, 2025; Benjamin received $6.76m cash and 252,780 AMRK shares; 11,384 holdback shares; transaction negotiated by an independent Special Committee . |
| Caesars Entertainment; Chemtura; American Airlines Group | Former Director | No current AMRK related‑party disclosed . |
Expertise & Qualifications
- Deep experience in corporate finance and distressed investing (Senior Advisor, Cyrus Capital) .
- Public company board leadership, current Chairman at Rackspace Technology .
- Academic credentials: MBA (MIT Sloan), BA (Tufts) .
- Industry familiarity in numismatics; contributes to finance, governance, business development, and industry strategy at AMRK .
Equity Ownership
| As‑of Date | Beneficial Ownership (Shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Sep 18, 2025 | 1,609,560 | 6.5% | Footnote details indicate 1,620,944 total, incl. 928,856 shares in family trusts (disclaimed) and 22,306 RSUs (18,340 vested; 3,966 vest Nov 13, 2025), with all RSUs deferred as to settlement . |
| Sep 19, 2024 | 1,424,198 | 6.1% | Includes 700,000 shares in family trust (disclaimed) and 18,340 compensatory RSUs (13,702 vested; 4,638 vest Nov 15, 2024), all RSUs deferred as to settlement . |
Policy context: Hedging by directors is prohibited under AMRK’s Insider Trading Policy; no disclosure of pledging by Benjamin; directors may elect to defer RSU settlement .
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting | Say‑on‑Pay For | Against | Abstain | Broker Non‑Votes | Approval (% of votes cast) |
|---|---|---|---|---|---|
| Nov 12, 2025 (FY2025 SOP) | 11,245,184 | 3,466,773 | 36,665 | 2,828,776 | 76.44% |
| Nov 13, 2024 (FY2024 SOP) | 9,848,018 | 2,794,388 | 145,112 | 3,298,035 | 77.90% |
| Nov 15, 2023 (FY2023 SOP) | 14,776,194 | 208,613 | 22,149 | 3,532,284 | 98.61% |
Director elections: Benjamin received 99.24% “For” of votes cast (For+Withhold) in 2025; 98.92% in 2024; 99.05% in 2023 .
Related‑Party Transactions (Potential Conflicts)
| Period | Transaction | Amount/Terms | Governance/Controls |
|---|---|---|---|
| FY2025 | FX transactions by Benjamin through AMRK | Aggregate $1.6 million; on arm’s‑length terms applicable to unaffiliated third parties . | Company states arms’-length terms . |
| FY2024 | FX transactions by Benjamin through AMRK | Aggregate $3.1 million; on arm’s‑length terms . | Company states arms’-length terms . |
| FY2025 | SGI acquisition (AMRK acquired SGI) | Benjamin (15.1% SGI holder) received $6,759,303 cash and 252,780 AMRK shares (valued at $27.51/share); 11,384 holdback shares; indemnity arrangements among major SGI holders; special committee of independent directors recommended/approved . | Special Committee of independent directors negotiated and recommended the transaction . |
| FY2025 pre‑merger | Transactions with Stack’s Bowers (SGI subsidiary) | Sales $127.1m; purchases $101.7m; interest income $3.4m (loans/repurchase arrangements); royalties $0.8m; believed to be no less favorable than third‑party terms . | Related‑party transactions policy requires Audit Committee approval; interested directors recuse . |
Director Compensation — Structure and Mix
- Policy: Non‑employee director compensation is cash retainer ($120k Chair; $60k other directors), committee chair retainers ($10k Audit/Comp; $5k Nominating), committee member fees ($5k Audit/Comp), and annual RSUs with grant‑date value $120k for Chair ($60k others). RSUs vest after one year; dividend equivalents accrue; directors can elect to defer settlement. No meeting fees .
- Benjamin’s FY2025 and FY2024 compensation lines reflect a roughly 50/50 cash/equity mix: FY2025 $239,911 total ($120,000 cash; $119,911 stock); FY2024 $239,985 total ($120,000 cash; $119,985 stock) .
Governance Assessment
- Strengths:
- Independent Chair with deep governance and capital markets experience; Board confirms independence .
- Robust committee independence and an Audit Committee financial expert (Lepine); active use of Special Committees for conflicted M&A (SGI) .
- Clear director compensation policy; prohibition on hedging; clawback policy (executives) supports accountability culture .
- Watch items / RED FLAGS:
- Related‑party exposure via SGI (Benjamin significant SGI holder; AMRK engaged in substantial transactions with SGI’s subsidiary pre‑merger). Special Committee process mitigates, but perceived conflict risk remains; monitor indemnity/holdback resolution and post‑merger integration fairness .
- Personal FX transactions through AMRK by Benjamin in FY2024 ($3.1m) and FY2025 ($1.6m) — disclosed as arm’s‑length, but recurring related‑person activity warrants continued oversight .
- Say‑on‑pay support declined to mid‑70s in 2024–2025 from ~99% in 2023, signaling some investor dissatisfaction; suggests heightened attention to pay‑for‑performance alignment and disclosure .
Overall, Benjamin’s chairmanship brings seasoned governance and transaction oversight; however, historical SGI ties and personal transactional activity with AMRK present perceived conflict optics that are actively mitigated via independent committee oversight and formal related‑party policies .