Thor Gjerdrum
AMRKAbout Thor Gjerdrum
Thor G. Gjerdrum is President of A‑Mark Precious Metals, appointed to the role on September 7, 2016; prior roles include EVP & COO (2013–2016), CFO & EVP (2002–2008; 2010–2013), and CFO & EVP of Spectrum Group International (2008–2010). He holds a B.S. in Accounting from Santa Clara University and previously held finance roles at two publicly traded telecommunications companies and in public accounting; age 58 as disclosed in the company’s executive officer table. Company performance context: FY2025 pre‑tax profit was $21.3m; total shareholder return (TSR) was −29.7% 1‑yr, −7.8% annualized 3‑yr, and +44.3% annualized 5‑yr. These outcomes informed incentive decisions and pay‑mix in the proxy.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| A‑Mark Precious Metals | President | Appointed Sept 7, 2016 – present | Executive leadership across logistics automation, M&A and international expansion in FY2025 (achievements used in bonus determinations). |
| A‑Mark Precious Metals | EVP & COO | July 2013 – Sept 2016 | Senior operations leadership. |
| A‑Mark Precious Metals | CFO & EVP | 2002 – May 2008; May 2010 – June 30, 2013 | Senior finance leadership. |
| Spectrum Group International (SGI) | CFO & EVP | June 2008 – April 2010 | Corporate finance leadership. |
| Public telecom companies (names not disclosed) | Finance roles incl. VP Finance | Not disclosed | Prior industry finance experience. |
External Roles
The proxy biography for Mr. Gjerdrum discloses no external public-company or non-profit board roles.
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000 |
| Perquisites & Other ($) | 49,628 | 48,850 | 23,525 |
- New employment agreement (effective July 1, 2025): base salary increased to $750,000 per annum for FY2026–FY2028.
Performance Compensation
| Component | Weighting | Target/Scale | FY2025 Result | Payout |
|---|---|---|---|---|
| Annual incentive – Pre‑tax profits | 75% (President) | Target pre‑tax profit: $55.9m; threshold and max set; overall opportunity: Threshold $91,406; Target $487,500; Max $731,250 | Actual pre‑tax profit: $21.3m (below threshold) | $0 (no payout on profits metric) |
| Annual incentive – Other goals (liquidity, automation, DTC/wholesale expansion) | 25% (President) | Qualitative/quantitative operational goals set by Committee | Assessed “satisfactory”/above‑target on goals (liquidity expansion, logistics automation, acquisitions) | $182,813 (non‑equity incentive earned) |
| Discretionary bonus | N/A | Committee discretion | Awarded for FY2025 accomplishments despite profit shortfall | $17,187 |
Long‑term equity awards and vesting:
- RSUs granted 4/10/2025: 39,927 units; grant‑date fair value $882,786; vest 33.3% each on June 30, 2026, 2027, and 2028 (subject to accelerated vesting on specified events).
- Stock awards vested in FY2025: 9,624 shares; value realized $253,881.
- Outstanding at FY2025 year‑end: 39,927 RSUs; market value $893,566 at $22.18/share (includes accrued dividend equivalents).
| RSU Vesting Schedule (Grant 4/10/2025, 39,927 units) | Shares | Vest date |
|---|---|---|
| Tranche 1 | 13,309 | June 30, 2026 (one‑third) |
| Tranche 2 | 13,309 | June 30, 2027 (one‑third) |
| Tranche 3 | 13,309 | June 30, 2028 (one‑third) |
Equity Ownership & Alignment
As of the record date September 18, 2025:
- Total beneficial ownership: 61,838 shares; less than 1% of outstanding. Includes 39,927 RSUs vesting 1/3 on each of June 30, 2026–2028.
- Hedging prohibited by policy; short sales and exchange‑traded options by insiders are restricted.
- Clawback policy: recovery of incentive compensation upon financial restatement (both broad company policy and NASDAQ‑mandated policy).
- Stock ownership guidelines for executives: not disclosed in the proxy.
- Pledging: no pledging disclosure specific to Mr. Gjerdrum in the proxy.
Employment Terms
- Prior agreement (covering FY2025): base salary $650,000; annual incentive target 75% of salary (with 0–150% payout range); profits metric 75% weighting and other goals 25%; initial RSU grant on signing in 2022 (vesting 33.3% per year).
- Renewed agreement (effective July 1, 2025 through June 30, 2028): base salary $750,000; annual incentive target 100% of salary (0–150% payout range); RSU grant of 39,927 upon signing; six months of medical coverage post‑termination for certain terminations (not for cause/Good Reason/death/disability).
- Severance (FY2025 terms): if terminated without cause or by executive for Good Reason, continued base salary for one year (President); pro‑rata bonus for year of termination when applicable.
- Change‑in‑control: equity awards accelerate in full on a change in control; severance not enhanced solely due to a change‑in‑control; no tax gross‑ups (payments may be cut to avoid excise tax).
- Restrictive covenants: agreements include confidentiality, non‑disparagement, and non‑solicitation provisions; non‑compete specifics not disclosed.
Additional Context: FY2025 Achievements Informing Incentives
- Completed three acquisitions; advanced credit facility extensions and lease partners; expanded logistics facility with automation; launched wholesale and retail operations in Singapore; progressed integration initiatives—used by Committee to support non‑profits/goal‑based and discretionary bonuses despite profit shortfall.
Multi‑Year Compensation Summary (Thor Gjerdrum)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 650,000 | 650,000 | 650,000 |
| Bonus – Discretionary ($) | — | — | 17,187 |
| Stock Awards ($) | — | — | 882,786 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive ($) | 731,250 | 250,000 | 182,813 |
| All Other Compensation ($) | 49,628 | 48,850 | 23,525 |
| Total ($) | 1,430,878 | 948,850 | 1,756,311 |
Governance, Say‑on‑Pay, and Peer Use
- Compensation best practices include: strong performance link, no repricing, no tax gross‑ups, robust clawback, independent committee.
- Say‑on‑pay approval: 2024 77.9%; 2023 98.6%; 2022 97.3%.
- Committee notes lack of a close benchmarking peer set and does not use a formal compensation peer group (though a peer set is used for pay‑versus‑performance disclosure).
Investment Implications
- Pay‑for‑performance mechanics: For FY2025, zero payout on profit metric and a reduced total bonus (primarily tied to operational goals) indicate down‑cycle discipline while still rewarding execution on liquidity, automation, and M&A—credible alignment for cyclicality in precious metals throughput profits.
- Retention/overhang: The April 2025 RSU grant (39,927 units) vests through FY2028, creating steady alignment but also predictable supply at vesting; equity accelerates on a change‑in‑control (single‑trigger for equity), which can amplify transaction incentives.
- Severance economics: One‑times salary severance (FY2025) and added six‑month medical coverage under the new agreement are moderate; absence of gross‑ups reduces parachute risk optics.
- Ownership and trading signals: Beneficial ownership is under 1% with meaningful unvested RSUs; hedging is prohibited and clawbacks are robust. Monitor Form 4s around June 30 vesting dates and trading‑window openings for potential selling pressure from tax/wealth diversification needs.
- Shareholder sentiment: The 2024 say‑on‑pay approval dip to 77.9% (from ~98%+) suggests rising scrutiny; continued emphasis on objective profit metrics and transparent goal‑based payouts should support investor confidence if profits rebound.