Michael R. Wittmeyer
AMRKAbout Michael R. Wittmeyer
Independent director-designate via JMB board rights; currently classified by the Board as not independent under Nasdaq rules. Age 35, Director since 2021; stepped down as A‑Mark executive on June 30, 2023 and has served as a part‑time consultant to A‑Mark from fiscal 2024 through fiscal 2026 ($15,000/month in fiscal 2024–2025; $20,000/month thereafter), remaining subject to non‑competition, non‑solicit, and confidentiality covenants from his prior employment agreement . Background: co‑founder and former CEO of JMB (a leading precious metals retailer), with a Marketing degree from Pennsylvania State University and EY Entrepreneur of the Year (Retail/Consumer, Southwest) in 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A‑Mark Precious Metals, Inc. | Executive Vice President; continued as Director | EVP role through June 30, 2023; Director since 2021 | Led digital/DTC growth initiatives via JMB integration; transitioned to consulting support |
| JMB | Co‑founder; Chief Executive Officer | Pre‑acquisition (prior to March 2021) and continued CEO role until mid‑2023 | Scaled e‑commerce operations; industry recognition (EY Entrepreneur of the Year 2019) |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| ePackageSupply, LLC | Managing Director | Current | B2B e‑commerce for food‑grade packaging |
| Impact DM Inc. (parent of Milk Road) | Board Member | Current | Crypto media; co‑founded Milk Road prior to acquisition |
| Van Zilver Inc. | Board Member | Current | Direct‑to‑consumer health/beauty brands |
Board Governance
- Independence: Board determined Wittmeyer is not independent; only Roberts, Meltzer, and Wittmeyer were classified as non‑independent among nominees .
- Committee assignments: Not listed as a member of Audit (Lepine, Landau, Ravich, Saville), Compensation (Ravich, Landau, Moorhead, Saville), or Nominating & Corporate Governance (Sanchez, Lepine, Moorhead, Ravich) .
- Attendance: Board met 10 times in fiscal 2025; each director attended at least 75% of Board/committee meetings during their service; all directors attended the November 2024 Annual Meeting .
- Designation rights/interlocks: Post‑JMB acquisition agreements entitle former JMB stockholders to designate two directors—Saville and Wittmeyer; Wittmeyer’s employment agreement also stipulates ongoing nomination rights .
Fixed Compensation
| Component | Terms | Amount |
|---|---|---|
| Director retainer & RSUs | Not separately compensated as a director | None |
| Consulting agreement | Part‑time; fiscal 2024–2026 | $15,000/month in fiscal 2024–2025; $20,000/month thereafter |
| Covenants | Non‑compete, non‑solicit, confidentiality | Applies during and for specified periods after consulting |
Performance Compensation
| Item | Details |
|---|---|
| Performance-linked pay | None disclosed for director or consulting role; Director Compensation Policy outlines cash retainers and annual RSUs for independent directors, but Wittmeyer is excluded from separate director compensation due to consulting arrangement |
Other Directorships & Interlocks
| Relationship/Arrangement | Description |
|---|---|
| JMB designation rights | Saville and Wittmeyer designated to A‑Mark’s Board by former JMB stockholders under acquisition agreements; nomination commitment for Wittmeyer remains in effect |
Expertise & Qualifications
- Core expertise: E‑commerce operations, SEO, digital marketing, and DTC scaling; entrepreneurial track record including crypto media (Milk Road) and packaging e‑commerce (ePackageSupply) .
- Education: Marketing degree from Pennsylvania State University .
- Recognition: EY Entrepreneur of the Year (Retail/Consumer, Southwest) 2019 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael R. Wittmeyer | 288,535 | 1.2% |
Notes:
- Outstanding shares at record date: 24,644,386 .
- Breakdown of vested vs. unvested awards, options, pledging: Not disclosed for Wittmeyer in the proxy tables .
Governance Assessment
- Independence and conflicts: RED FLAG — Non‑independent status combined with a paid consulting role while serving on the Board introduces potential conflicts and alignment concerns; his seat is contractually designated via JMB acquisition agreements, which may constrain refreshment flexibility .
- Compensation alignment: Neutral/concern — Unlike independent directors who receive cash retainers and annual RSUs, Wittmeyer receives consulting fees and no separate director retainers/RSUs, reducing typical director equity alignment, though he holds a meaningful personal stake (1.2%) .
- Committee exposure: Positive—Not serving on Audit/Compensation/Nominating committees limits direct influence over financial reporting, pay decisions, and director selection, which mitigates some conflict risks given non‑independence .
- Engagement: Adequate — Met ≥75% attendance thresholds; attended the 2024 Annual Meeting, indicating baseline engagement .
- Section 16 compliance: No delinquent filings reported for fiscal 2025 (mitigates regulatory risk) .
- Related‑party lens: No specific related‑party transactions disclosed for Wittmeyer in fiscal 2025; broader related‑party activity centered on SGI acquisition and major holders/executives, overseen by an independent special committee .
Overall implication: Wittmeyer’s digital/DTC expertise is strategically valuable, but his non‑independent status, contractual nomination rights, and ongoing consulting arrangement warrant continued monitoring for conflicts and alignment. His personal share ownership partially offsets the absence of standard director equity grants, while exclusion from key committees helps contain governance risk .