Jess M. Ravich
AMRKAbout Jess M. Ravich
Independent director at A-Mark Precious Metals since 2014; age 68 (FY2025 proxy). Ravich chairs the Compensation Committee and serves on the Audit and the Nominating & Corporate Governance Committees. He is CEO and Chairman of ALJ Regional Holdings, and previously was Group MD/Head of Alternative Products at TCW (2012–2019), MD/Head of Capital Markets at Houlihan Lokey, founder/CEO of Libra Securities (1991–2009), and held senior roles at Jefferies and Drexel. He holds a BS in Economics from the Wharton School and a JD from Harvard Law School, where he was an editor of the Harvard Law Review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The TCW Group, Inc. | Group Managing Director; Head of Alternative Products | 2012–2019 | Led alternative products platform |
| Houlihan, Lokey, Howard & Zukin, Inc. | Managing Director; Head of Capital Markets | Not stated | Investment banking leadership |
| Libra Securities LLC | Founder & Chief Executive Officer | 1991–Nov 2009 | Built middle-market investment bank |
| Jefferies & Company | Executive Vice President, Fixed Income | Not stated | Senior leadership in fixed income |
| Drexel Burnham Lambert | Senior Vice President; member of high yield group Executive Committee | Not stated | High yield leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ALJ Regional Holdings, Inc. | CEO & Chairman | Current (not dated) | Operating leadership role |
| APEX Global Brands Inc. (formerly The Cherokee Group, Inc.) | Director | 1993–2019 | Public company board experience |
| Spectrum Group International, Inc. (SGI) | Director | 2009–2014 | Pre-spin entity; later sold to AMRK (2025) |
Board Governance
- Independence: Board determined Jess M. Ravich is independent under Nasdaq rules; only Roberts, Meltzer, Wittmeyer are non-independent .
- Committees and roles (FY2025): Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In FY2025, Board met 10 times; each director attended ≥75% of Board/committee meetings of which they were members . In FY2024, Board met 7 times; each director attended ≥75% .
- Years of service: Director since 2014 .
- Annual meeting participation: All directors attended the 2024 annual meeting; company policy expects attendance absent exigent circumstances .
Fixed Compensation (Director fees)
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Fees earned or paid in cash | $75,000 | $80,000 | Policy: $60,000 director retainer; +$10,000 Comp Chair; +$5,000 Audit member; +$5,000 Nominating member → $80,000 aligns with 2025 policy |
| Annual RSU grant (units) | 2,319 units | 1,983 units | Granted at annual meeting; one-year vest; dividend equivalents accrue |
| RSU grant-date fair value | $59,993 | $59,956 | GAAP grant-date fair value |
| Total reported director compensation | $134,993 | $139,956 | Sum of cash + stock award |
No meeting fees; additional special compensation was paid only to Special Committee members for the SGI transaction (Lepine +$50k chair, Sanchez +$100k, Saville +$100k). Ravich was not listed as a Special Committee member .
Performance Compensation
| Program element | Performance metrics | Payout link |
|---|---|---|
| Director annual RSUs | None (time-based, vest at one year; accelerated on death/disability, change in control, or at next annual meeting) | Settlement upon vesting unless deferred by the director; dividend equivalents accrue |
| Director cash fees | None | Fixed retainers per policy |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Relevance |
|---|---|---|
| SGI (pre-merger) | Target acquired by AMRK in Feb 2025 | Ravich was an SGI stockholder (3.9%); received AMRK cash/shares as merger consideration; a Special Committee of independent AMRK directors negotiated the deal |
| APEX Global Brands | Prior public board | Historical; no disclosed AMRK conflict |
| ALJ Regional Holdings | Operator/Chair | Operating role; no disclosed AMRK transactions |
Expertise & Qualifications
- Capital markets and M&A execution (Houlihan Lokey, Jefferies, Drexel) .
- Alternative asset management (TCW Group) .
- Governance and compensation oversight (Compensation Committee Chair; authored Committee report) .
- Education: Wharton (undergrad), Harvard Law (JD; Law Review editor) .
Equity Ownership
| Metric | Sept 19, 2024 | Sept 18, 2025 | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 318,668 | 360,991 | Includes direct/indirect holdings plus RSUs per footnotes |
| Ownership % of outstanding | 1.4% | 1.5% | Company O/S: 23,168,764 (2024) and 24,644,386 (2025) |
| RSUs included (issuable) | 9,168 vested and non-forfeitable; 2,319 vest 11/15/2024; all deferred for settlement | 9,168 vested and non-forfeitable; 1,983 vest 11/13/2025; all deferred for settlement | |
| Pledged shares | Not disclosed | Not disclosed | Hedging prohibited; policy restricts short sales and exchange-traded options |
Related Party Transactions (Conflict Review)
| Item | Detail |
|---|---|
| SGI acquisition (Feb 28, 2025) | Total consideration $103.3m (cash + 1,671,654 AMRK shares + debt repayment and other items) |
| Ravich’s SGI ownership and consideration | 3.9% of SGI common; received $1,747,183 cash and 65,340 AMRK shares; total $3,544,686 in consideration |
| Process safeguards | Negotiated by a Special Committee of independent AMRK directors; recommended to Board |
| Pre-merger related-party activity (Stack’s Bowers, SGI subsidiary) | FY2025 (pre-merger) AMRK sales $127.1m, purchases $101.7m; finance income $3.4m (loans/repurchase), interest on loans $0.2m; largest loan principal outstanding $4.8m; weighted avg interest 8.0% |
Say-on-Pay & Shareholder Feedback
| Meeting | Say-on-Pay For % | Notes |
|---|---|---|
| 2025 Annual Meeting (Nov 12, 2025) | 76.44% (For 11,245,184; Against 3,466,773) | Down modestly; Board noted 2024 approval was 77.9%; 2023 and 2022 were 98.6% and 97.3% |
| 2024 Annual Meeting | 77.9% (disclosed in FY2025 proxy CD&A) | — |
| 2023 Annual Meeting | 98.6% | — |
| 2022 Annual Meeting | 97.3% | — |
Governance Policies Relevant to Directors
- Director Compensation Policy: $60k cash retainer ($120k Chair of Board); committee chair retainers ($10k Audit/Comp, $5k Nominating), $5k for Audit/Comp membership; annual RSU grant ($60k value; $120k for Board Chair); one-year vest; dividend equivalents; optional deferral .
- Hedging policy: Prohibits short selling and exchange-traded options by directors and officers .
- Clawback policy: Robust clawback applies to executive incentive compensation after restatements (executive-focused; not specified for directors) .
Governance Assessment
-
Strengths:
- Independent director with deep capital markets expertise; chairs Compensation Committee with clear charter and independent membership .
- Consistent attendance (≥75%) and multi-committee engagement (Audit and Nominating) support board effectiveness .
- Director equity grants (time-based RSUs) and personal ownership (1.5%) provide alignment; RSU deferral indicates longer-term horizon .
- Hedging prohibitions and established committee processes bolster governance .
-
Watch items / RED FLAGS:
- Related-party exposure via SGI: Ravich held 3.9% of SGI and received ~$3.54m value from AMRK as part of the merger; while an independent special committee handled negotiations, this is a perceived conflict that merits ongoing scrutiny of deal processes and disclosures .
- Say-on-pay softness: 2025 say-on-pay support at 76.44% vs ~98% in 2022–2023 suggests rising investor sensitivity; as Comp Chair, Ravich’s engagement with investors on pay structure and outcomes is a key priority .
-
Implications for investors:
- Compensation oversight credibility depends on responding to lower say-on-pay support and clearly linking outcomes to performance amid volatile profitability.
- The SGI transaction provides strategic rationale but elevates related-party optics; continued robust independent oversight (and avoidance of future interlocks) is important for confidence.
All information sourced from AMRK’s FY2025 and FY2024 definitive proxy statements and recent 8-Ks, with citations in-line.