John U. Moorhead
AMRKAbout John U. Moorhead
John (“Jay”) U. Moorhead, age 73, is an independent director of A-Mark Precious Metals, Inc. and has served on the Board since March 2014. He is a Managing Director at Global Power Partners (since August 2015) and previously held senior investment banking roles at Ewing Bemiss & Co. (2009–2015), Westwood Capital (2005–2009), MillRock Partners (2003–2005), and was a corporate finance partner at C.E. Unterberg, Towbin (2001–2003). He holds a B.A. from the University of Vermont and attended Harvard Business School’s Program for Management Development; his core credentials are in corporate finance and executive compensation. He currently serves on A-Mark’s Compensation Committee and the Nominating & Corporate Governance Committee and is considered independent under Nasdaq rules. In fiscal 2025, the Board met 10 times and each director attended at least 75% of applicable meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Power Partners | Managing Director | Aug 2015–Present | Corporate finance advisory; experience in executive compensation leveraged in Board service |
| Ewing Bemiss & Co. | Managing Director | 2009–Jul 2015 | Investment banking coverage; public company growth perspective |
| Westwood Capital | Managing Director | 2005–2009 | Investment banking; global competition perspective |
| MillRock Partners | Managing Director | 2003–2005 | Investment banking; corporate finance |
| C.E. Unterberg, Towbin | Corporate Finance Partner | 2001–2003 | Corporate finance partner |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spectrum Group International (SGI) | Director | 2009–Mar 2014 | Former director of SGI; later received small merger consideration as an SGI holder (see Related Party/Interlocks) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq rules (all nominees other than Roberts, Meltzer, Wittmeyer were independent) |
| Committees (current) | Compensation Committee (member), Nominating & Corporate Governance Committee (member) |
| Committee chair history | Former Chair, Compensation Committee (FY2024 proxy covering prior year); current chair is Jess Ravich |
| Attendance | FY2025: Board met 10 times; each director attended ≥75% of Board and committee meetings of which they were members; all directors attended the Nov 2024 annual meeting |
| Years of service | Director since March 2014 (tenure through 2025) |
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Committee Fees Included? | Equity Awards ($) | Options ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2025 | 70,000 | Yes (per policy: $5k member Audit/Comp; chair adders) | 59,956 | — | — | 129,956 |
| 2024 | 70,000 | Yes | 59,993 | — | — | 129,993 |
| 2023 | 71,667 | Yes | 60,003 | — | — | 131,670 |
Director Compensation Policy (in effect FY2024–FY2025): $60,000 base cash retainer ($120,000 for Chair); Committee chair adders: $10,000 (Audit or Compensation), $5,000 (Nominating); Committee member (non-chair) adders: $5,000 (Audit/Comp); annual RSU grant $60,000 value ($120,000 for Chair); no meeting fees; settlement can be deferred; dividend equivalents accrue.
Performance Compensation
| Fiscal Year (Grant at Annual Meeting) | RSU Units Granted to Moorhead | Vesting | Dividend Equivalents | Notes |
|---|---|---|---|---|
| 2024 (for FY2025) | 1,983 | Vest in full 1 year from grant; accelerated on death/disability/CIC | Cash equivalents accrued and paid at settlement | At 6/30/2025, each independent director other than Chair/Lepine held 1,983 unvested RSUs (includes Moorhead) |
| 2023 (for FY2024) | 2,319 | Vest in full after 1 year; accelerated on death/disability/CIC | Cash equivalents accrued and paid at settlement | 2,319 RSUs held subject to forfeiture at 6/30/2024 (except specific count for Lepine) |
| 2022 (for FY2023) | 2,021 | Vest in full after 1 year; accelerated on death/disability/CIC | Cash equivalents accrued and paid at settlement | 2,021 RSUs granted to each independent director (Chair received double units) |
Director equity awards are time-based RSUs; no performance-metric vesting is used for directors. Settlement can be deferred at director election.
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Prior SGI directorship | Moorhead served as an SGI director (2009–Mar 2014), establishing historical ties among several A-Mark directors and SGI. |
| 2025 SGI acquisition consideration | As an SGI holder, Moorhead received $128,974 cash and 4,823 A-Mark shares in the merger; post-merger A-Mark ownership remained <1%. Special Committee members (not including Moorhead) received additional compensation for transaction work. |
Expertise & Qualifications
- Corporate finance and investment banking expertise across multiple firms; brings perspective on public company growth and global competition.
- Significant executive compensation experience (former Compensation Committee Chair; current member).
- Education: B.A., University of Vermont; PMD, Harvard Business School.
Equity Ownership
| As-Of Date | Beneficial Ownership (Shares) | % Outstanding | RSUs/Breakdown (if disclosed) |
|---|---|---|---|
| Sep 18, 2025 | 32,974 | <1% | As of 6/30/2025, independent directors other than Chair/Lepine held 1,983 unvested RSUs; policy permits deferral of settlement |
| Sep 19, 2024 | 28,768 | <1% | Includes 9,168 RSUs (6,849 vested, non-forfeitable; 2,319 with stated vest date Nov 15, 2024), with all RSUs deferred as to settlement |
| Sep 21, 2023 | 28,949 | <1% | Includes 6,849 vested RSUs and 2,021 RSUs scheduled to vest Oct 27, 2023; settlement deferred |
Hedging is prohibited under A-Mark’s insider trading policy; the company also maintains a clawback policy compliant with Nasdaq rules. No pledging by Moorhead is disclosed.
Board Governance
| Topic | Disclosure |
|---|---|
| Compensation Committee | FY2025 members: Ravich (Chair), Landau, Moorhead, Saville; independent under Nasdaq |
| Nominating & Governance Committee | FY2025 members: Sanchez (Chair), Lepine, Moorhead, Ravich; independent under Nasdaq |
| Compensation Committee report signatories | FY2024 proxy: Ravich (Chair), Landau, Moorhead, Saville |
| Say-on-Pay history | Prior four years supported by >97% of votes cast (FY2023 proxy) |
Governance Assessment
- Positives: Independent director with deep corporate finance and compensation expertise; prior service as Compensation Committee Chair and current committee roles support robust oversight of pay, risk, and nominations. Attendance met policy thresholds; say‑on‑pay support historically very strong (>97%), indicating investor confidence in compensation governance. Hedging prohibited and clawback policy in place.
- Alignment: Meaningful but sub‑1% ownership with ongoing annual RSU grants; ability to defer settlement promotes long-term alignment with shareholders.
- Watch items / potential conflicts: Historical SGI connections across the board and Moorhead’s small SGI economic interest that received merger consideration may present perceived interlocks; governance mitigants included a Special Committee (excluding Moorhead) that led negotiations and received dedicated compensation for this non-recurring assignment. Continued transparency on related-party dynamics is advisable.
Director Compensation Policy Snapshot (for context)
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | $60,000 (non-Chair); $120,000 (Chair) |
| Committee chair adders | $10,000 (Audit or Compensation); $5,000 (Nominating) |
| Committee member adders | $5,000 (Audit/Comp; non-chair) |
| Equity | RSUs with $60,000 grant-date value ($120,000 for Chair), vest after one year; dividend equivalents accrue; settlement may be deferred |
| Meeting fees | None |
Section 16(a) compliance: Company reported all directors and officers were in compliance with reporting requirements for FY2024.