Phillip Rose
About Philip A. Rose
Philip A. Rose (age 36) serves as the Class II director of DynaResource, Inc. and has been on the Board since 2015; the Board has determined he is independent under Nasdaq rules . He is Audit Committee Chair and designated an “audit committee financial expert,” and also serves on the Compensation and Nominating & Governance Committees (he chaired Nominating until January 6, 2025) . Rose is a Partner at Cross Tie Capital, Ltd., holds operating roles across Cross Tie portfolio companies, and is Managing Partner of KMO Burger, LLC; he is the appointee to the Board by Golden Post LLC, the holder of Series C Preferred Stock . Each incumbent director (including Rose) attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cross Tie Capital, Ltd. | Partner; investment origination, asset management, disposition oversight; investment committee member | Not disclosed | Operating roles across portfolio companies |
| KMO Burger, LLC | Managing Partner | Not disclosed | Quick-serve restaurant holding company leadership |
External Roles
| Organization | Role | Tenure | Committee/Impact |
|---|---|---|---|
| Cross Tie Capital, Ltd. | Partner | Not disclosed | Investment committee member; asset management oversight |
| KMO Burger, LLC | Managing Partner | Not disclosed | Portfolio operations leadership |
The proxy states “Except as otherwise reported… none of our directors held directorships in other reporting companies… during the past five years.” No public company directorships are disclosed for Rose .
Board Governance
- Independence: Board-determined independent director under Nasdaq rules .
- Committee assignments: Audit (Chair; financial expert), Compensation (Member), Nominating & Governance (Member; Chair until Jan 6, 2025) .
- Attendance: At least 75% Board and committee meeting attendance in 2024 .
- Executive sessions: Non-management Board members meet in executive session at each Board meeting .
- Risk oversight: Board uses five standing committees; Audit, Compensation, and SEHS are fully independent; Nominating has one non-independent member; Technical includes non-independent members .
- Audit Committee Report: Rose signed the Audit Committee report recommending inclusion of audited financials in the 2024 10-K .
Fixed Compensation
| Year | Component | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | All other compensation | $100,000 | Accrued but not paid in 2024 |
| 2023+ policy | Non-employee director cash retainer | $100,000 | Approved beginning in calendar year 2023, for Board and all committees |
| 2025 policy (as of Apr 2025) | Cash base retainer | $25,000 | Annual for non-employee directors |
| 2025 policy (as of Apr 2025) | Cash per committee membership | $4,000 | Per committee annually |
| 2025 policy (as of Apr 2025) | Cash per committee chair | $2,000 | Per committee annually |
Under the 2025 policy, Rose’s roles imply cash of $25,000 base + $4,000×3 committees + $2,000×1 chair = $39,000 annually, plus equity awards valued at $50,000, subject to vesting requirements .
Performance Compensation
| Component | Metric Type | Metric Definition | Value/Status |
|---|---|---|---|
| Annual director equity grant (2025 policy) | Time-based vesting | Equity awards valued at $50,000; specific vesting terms noted as “subject to certain vesting requirements” | Metrics not disclosed; vesting terms not fully specified |
No director performance metrics (e.g., TSR, revenue, ESG) tied to director compensation are disclosed; equity is described only by value and vesting .
Other Directorships & Interlocks
| Entity | Relationship | Details | Governance Implication |
|---|---|---|---|
| Golden Post Rail LLC | Holder of 100% of Series C Preferred and 100% of Series E Preferred; significant common holder | Holds 1,734,992 Series C (100%), 1,552,795 Series E (100%), and 2,805,296 common shares; Series C stockholders elect the Class II director | Concentrated influence over Rose’s seat via Series C election rights; potential alignment with Series C holder’s interests |
| Philip A. Rose | Appointee by Golden Post LLC | Biography identifies Rose as appointee of Golden Post, the Series C holder | Potential perceived conflict given appointment by a controlling preferred holder |
Expertise & Qualifications
- Audit and financial expertise: Board-designated “audit committee financial expert”; Audit Committee Chair .
- Private investments and operations: Extensive experience in private investments, operating roles across portfolio companies; Managing Partner in QSR operations .
- Board service history: Director since 2015 (Class II) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Philip A. Rose | — | <1% | No beneficial common ownership disclosed |
| Golden Post Rail LLC | 2,805,296 (common) | 9.46% | Significant shareholder; also 100% of Series C and Series E |
| Matthew K. Rose | 5,296,775 (common) | 17.87% | Includes common beneficially owned by Golden Post Rail LLC and MKR 2022 GRAT; shared voting/dispositive power over 4,260,296 shares |
The company has not adopted hedging policies for directors or officers; no stock ownership guidelines for directors are disclosed .
Governance Assessment
- Strengths
- Independent director with clear audit leadership and financial expertise; chairs a fully independent Audit Committee and signed the audit report .
- Active committee engagement across Audit, Compensation, and Nominating; prior Nominating Chair role indicates governance depth .
- Attendance at least 75%, consistent with Board norms; regular executive sessions improve independent oversight .
- Concerns / RED FLAGS
- Series C preferred stockholders exclusively elect the Class II director; Rose is the appointee of Golden Post, which holds 100% of Series C—this concentrated control may create perceived conflicts or alignment risks for common stockholders .
- No company policy restricting hedging; absence of written related-party transaction procedures; management and directors may have other affiliations without right-of-first-refusal on opportunities .
- Director equity/value structure shifted in 2025; while adding equity improves alignment, detailed vesting terms and potential performance links are not disclosed (opacity risk) .
- General culture note: several late Section 16 filings for other insiders in 2024–2025 (not Rose), indicating process weaknesses in compliance .
Overall, Rose’s audit leadership and independence are positives for board effectiveness, but the structural appointment by a controlling preferred holder and gaps in hedging/related-party policies are governance risk indicators that investors should monitor .