Gregory Ezell
About Gregory Ezell
Gregory W. Ezell is Chief Financial Officer of Beneficient (BENF) with more than 25 years of accounting and finance experience; he previously served as CFO of Genesis Pure, Inc., corporate controller at Homeward Residential, Inc., and began his career at KPMG LLP as an audit senior manager focused on public companies across real estate, technology, manufacturing, and private equity . He holds a BBA from Henderson State University, is a licensed CPA in Texas, and is a CFA charterholder . As of the 2025 proxy, his age is 49 and he is listed among current executive officers; he has served as CFO at least since June 7, 2023 (initial Form 3 filing as CFO) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Genesis Pure, Inc. | Chief Financial Officer | Not disclosed | Led accounting, finance, treasury, tax, and HR functions . |
| Homeward Residential, Inc. | Corporate Controller | Not disclosed | Oversaw corporate controllership at a residential mortgage lending/servicing institution . |
| KPMG LLP | Audit Senior Manager | Not disclosed | Managed audits for public companies across real estate, technology, manufacturing, and private equity . |
External Roles
- No public company directorships or external board roles disclosed for Mr. Ezell in the Company’s proxy and filings .
Fixed Compensation
| Component | FY2024 | FY2023 | Notes |
|---|---|---|---|
| Base salary ($) | Not disclosed | Not disclosed | BENF’s FY2024/FY2023 named executive officers (NEOs) were Heppner, Silk, and Fletcher; Ezell was not included in the NEO Summary Compensation Table, so his cash compensation was not disclosed . |
| Target bonus (%) | Not disclosed | Not disclosed | Not disclosed for Ezell . |
| Actual bonus paid ($) | Not disclosed | Not disclosed | Not disclosed for Ezell . |
Performance Compensation
Time-based equity awards comprise Ezell’s disclosed long-term incentives; no performance-vesting metrics (e.g., revenue, EBITDA, TSR) were disclosed for his awards. Company disclosure describes RSUs/REUs generally vesting based on continued service (commonly 20% at grant or milestone and 20% annually thereafter) . Form 5 details for Ezell’s awards and vesting schedules are below.
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting terms |
|---|---|---|---|---|---|
| RSUs (grant 7/15/2023: 643 units) | N/A | N/A | N/A | Time-based | 20% vested 9/1/2023; remaining 80% in four equal annual installments on each 9/1 thereafter (2024–2027) . |
| RSUs (grant 7/15/2023: 514 units) | N/A | N/A | N/A | Time-based | Fully vested on 9/1/2023 . |
| REUs (grant 1/1/2020: 1,575 units) | N/A | N/A | N/A | Time-based | 40% vested at grant; remaining 60% in three equal annual installments on 7/16 of each subsequent year (2021–2023) . |
| REUs (grant 4/1/2022: 120 units) | N/A | N/A | N/A | Time-based | 40% vested on 6/8/2023; remaining 60% in three equal annual installments on 4/1 of each subsequent year (2024–2026) . |
Notes: Form 5 reflects retroactive share adjustments for BENF’s 1-for-80 reverse split effected 4/18/2024 . Company-wide description of award practices/vesting provided in proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership (at public listing) | 169,500 Class A shares as of 6/7/2023 Form 3; includes 157,500 shares underlying 126,000 REUs granted 1/1/2020 and 12,000 shares underlying 9,600 REUs granted 4/1/2022 (pre reverse-split figures) . |
| Subsequent equity awards/holdings | RSUs and REUs as detailed above; Form 5 itemizes time-based vesting schedules and indicates counts were retroactively adjusted for the 1-for-80 reverse split . |
| Vested vs unvested breakdown | Form 5 footnotes specify vest timing; RSU 514 fully vested on 9/1/2023; RSU 643 continues to vest annually through 2027; REU 2020 completed vesting by 2023; REU 2022 continues vesting on 4/1 through 2026 . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the proxy . |
| Hedging/pledging | Insider trading policy prohibits hedging/monetization transactions by insiders; pledging is not expressly addressed in the cited disclosure . |
| Clawback | Company maintains a clawback policy to recover incentive compensation upon restatement, erroneous data, or significant misconduct causing financial or reputational harm . |
| Section 16 compliance note | Company disclosed that during FY2024, Mr. Ezell (and certain others) omitted two transactions from timely Form 4s; omissions were subsequently reported via Form 5 . |
Employment Terms
| Provision | Disclosed terms |
|---|---|
| Employment agreement | Not disclosed for Mr. Ezell in the Company’s proxy and 8-Ks reviewed; employment agreements discussed pertained to other executives (e.g., Mr. Silk) . |
| Severance / change-of-control | Not disclosed for Mr. Ezell . |
| Non-compete / non-solicit / non-disparagement | Not disclosed for Mr. Ezell; Company contracts with other executives include such provisions; Company-wide clawback and insider trading policies apply . |
| At-will | Not specifically disclosed for Mr. Ezell; Company’s interim CEO agreement states at-will employment (context for broader employment posture) . |
Additional Context and Track Record
- Tenure and responsibility: Ezell has been CFO since at least June 7, 2023 (Form 3) and has served as principal financial officer on multiple SEC filings (10-K/10-Q certifications, signatures), indicating continuity through listing, reverse split, and Nasdaq compliance phases .
- Governance and listing actions: Company utilized a 1-for-80 reverse split in April 2024 to regain bid price compliance and is seeking authority for another reverse split (range 1-for-5 to 1-for-100) in late 2025 to maintain Nasdaq listing; such actions can affect share counts and future equity award calculations .
- Insider roles in proxy processes: Ezell has been repeatedly designated as a proxy agent in corporate meeting materials, consistent with CFO responsibilities .
- Procedural red flag: FY2024 Section 16 timeliness deficiencies (since corrected via Form 5) suggest heightened monitoring of insider reporting cadence, though not indicative of trading wrongdoing per se .
Investment Implications
- Alignment and incentives: Ezell’s incentives are largely time-based RSUs/REUs with multi-year vesting; absence of disclosed performance-based metrics (TSR, EBITDA, revenue) for his awards reduces explicit pay-for-performance linkage but still builds retention and equity exposure .
- Vesting calendar and potential selling pressure: Upcoming scheduled vest dates include 9/1 each year through 2027 (RSU 643 balance) and 4/1 through 2026 (REU 2022 balance), which can trigger tax withholding sales and/or 10b5-1 program activity—worth monitoring via Forms 4 around these dates .
- Governance risk mitigants: Presence of a clawback policy and hedging prohibitions are positive governance signals; no explicit pledging disclosure was found—investors may seek confirmation of any pledging prohibitions given alignment concerns .
- Disclosure quality: Prior Section 16 filing timeliness issues (corrected) are a minor procedural risk flag; continued monitoring of insider reporting remains prudent .
- Continuity through corporate transitions: As CFO signatory across key filings during a period of listing compliance remediation and capital structure adjustments, Ezell’s continuity appears important for execution; any CFO transition would represent a material risk to reporting and financing cadence .
Source Detail: Ezell Awards and Vesting (for monitoring)
| Award type | Grant date | Quantity (post-split adjusted) | Key vest dates |
|---|---|---|---|
| RSU | 7/15/2023 | 643 | 20% vested 9/1/2023; remaining 80% vests in four equal annual installments on 9/1 of 2024, 2025, 2026, 2027 . |
| RSU | 7/15/2023 | 514 | Fully vested on 9/1/2023 . |
| REU | 1/1/2020 | 1,575 | 40% vested at grant; 20% each on 7/16 of 2021, 2022, 2023 (completed) . |
| REU | 4/1/2022 | 120 | 40% vested on 6/8/2023; 20% each on 4/1 of 2024, 2025, 2026 . |
Reverse split note: Form 5 explicitly states amounts are retroactively adjusted for the 1-for-80 reverse split effected on 4/18/2024 .