Ellery W. Roberts
About Ellery W. Roberts
Ellery W. Roberts is Chairman, Chief Executive Officer, and President of 1847 Holdings LLC (EFSH), a role he has held since founding the company in January 2013. He brings over 20 years of private equity investing experience, including founding roles at RW Capital Partners and Parallel Investment Partners, with prior positions at Lazard Group, Colony Capital, and Smith Barney. Roberts holds a B.A. in English from Stanford University and currently serves as Chairman of Polished.com Inc. and as a director of Western Capital Resources, Inc. . The board has determined he is not an independent director, with the rest of the board deemed independent; the combined CEO/Chairman structure was affirmed by the board given company history and management effectiveness . 2024 financial performance included revenue of $15.7M (+10.7% YoY) and adjusted EBITDA loss of $(3.31)M, with management highlighting non-cash warrant liability impacts to net loss .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| RW Capital Partners LLC | Co-founder and co-managing principal | 2009–2011 | Lower middle market buyouts/growth investing |
| Parallel Investment Partners, LP (formerly SKM Growth Investors, LP) | Founding member | Not disclosed | Focused on recapitalizations, buyouts, growth capital |
| Lazard Group LLC | Principal | Not disclosed | Private equity/strategic investing |
| Colony Capital, Inc. | Senior financial analyst | Not disclosed | Real assets/finance |
| Smith Barney Inc. (now Morgan Stanley Smith Barney LLC) | Financial analyst, Corporate Finance | Not disclosed | Investment banking |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Polished.com Inc. | Chairman of the Board | Since April 2019 | Public company leadership |
| Western Capital Resources, Inc. | Director | Since May 2010 | Public company director |
Fixed Compensation
| Component | FY 2022 | FY 2023 | Notes |
|---|---|---|---|
| Base salary | $0 | $0 | Roberts is employed by the Manager and seconded to EFSH; no company-paid salary |
| Bonus | $0 | $0 | No company-paid bonus |
| Other compensation (distributions from Manager) | $594,000 | $342,643 | Distributions to Roberts as an interest holder in Manager; Manager receives 2% annualized parent management fee paid by EFSH |
Performance Compensation
| Metric/Mechanism | Design details | Vesting/Trigger | Payout mechanics |
|---|---|---|---|
| Manager’s profit allocation (Roberts controls Manager) | 20% allocation payable upon a “trigger event” (sale or elective holding event), subject to an 8% annualized hurdle (Level 1) with a catch-up to 10% (Level 2) and high-water mark mechanics | Trigger events: sale of a material amount of a subsidiary or elective 30-day holding window after 5-year ownership; paid only on trigger events, not annually | Profit allocation paid 10 business days after board approval; catch-up up to Level 2, then 20% above Level 2; high-water mark allocation deducted |
| Termination fee (only if terminated by board/shareholders vote) | Equals 2× sum of the quarterly management fees paid in the prior 4 fiscal quarters; payable in eight quarterly installments | Upon termination by board and shareholder vote | Paid ahead of common shareholder distributions |
| Supplemental put provision (Manager) | Manager may put allocation shares to EFSH for a “put price” based on independent valuations assuming orderly sale and fair market value; put price secured by highest-priority liens on EFSH’s equity interests | Within one year of termination/resignation of Manager | Paid before shareholder distributions; EFSH must use commercially reasonable efforts to raise financing |
Equity Ownership & Alignment
| Date (Record) | Beneficial shares | % of outstanding | Notes |
|---|---|---|---|
| April 26, 2024 | 212,228 | 4.01% | As reported in 2024 DEF 14A |
| January 22, 2025 | 16,328 | <1% | As reported in 2025 Special Meeting proxy |
- Insider trading policy prohibits hedging, short sales, derivatives, margin accounts, and pledging of company stock unless specifically approved; blackout periods apply around quarter-ends .
- Recent Form 4 activity: on Jan 30, 2024, Roberts received 6,251 common shares as dividend on Series B preferred; on Mar 4, 2024, he converted 46,777 preferred into 154,364 common shares; these increased holdings, not sales .
Employment Terms
- Role start and tenure: Director since January 2013; Chairman, CEO, President since inception .
- Structure: Roberts is seconded from the Manager; EFSH pays a quarterly management fee equal to 0.5% per quarter (2% annualized) of adjusted net assets, less offsetting fees; Manager may also enter transaction services agreements for acquisition/disposition work .
- Severance/change-in-control: No company employment agreement for Roberts; termination fee applies only if Manager is terminated by board/shareholder vote .
- Clawback: Not specifically disclosed for Roberts; company has code of ethics and governance processes .
Board Governance
- Independence: Board determined all directors other than Roberts are independent under NYSE American rules; all committee members are independent .
- Leadership: Combined CEO/Chairman structure affirmed by board as appropriate given history and capability; independent directors populate all committees .
- Committees and roles (2024):
- Audit Committee: Chair Paul A. Froning; members Michele A. Chow‑Tai, Clark R. Crosnoe, Tracy S. Harris; “audit committee financial expert” designation for Froning .
- Compensation Committee: independent directors; reviews Manager compensation, executive remuneration, director pay, and equity plans .
- Nominating and Corporate Governance Committee: independent directors; oversees board composition, director nominations, compliance and governance .
- Meeting attendance: Board met 4 times in 2023; each incumbent attended ≥75% of meetings/committees served .
- Director compensation: Independent directors receive $35,000 cash annually and plan to receive $35,000 of equity awards subject to committee approval; FY 2023 cash paid per director shown in proxy .
Compensation Structure vs Performance Metrics
- Management fee (2% annualized of adjusted net assets) pays for executive services; not directly tied to revenue/EBITDA targets, which may weaken pay-for-performance linkage .
- Profit allocation is performance‑contingent with 8%/10% hurdle rates and high‑water mark; incentives crystallize on sale or elective holding events, aligning Manager/Roberts with value creation at subsidiary level over multi‑year periods .
- Transaction services fees (up to 2.0%/1.5%/1.0% tiers by deal size) create incentives around acquisitions/dispositions .
Vesting Schedules and Insider Selling Pressure
- No time-based RSU/option grants disclosed for Roberts; his FY 2022–2023 compensation came via Manager distributions .
- Insider trading activity in 2024 reflected dividend receipt and preferred conversion into common (non-sale), suggesting no near-term selling pressure from Roberts in those events .
- Corporate insider trading policy prohibits hedging/pledging, reducing potential misalignment/forced sales risk .
Related Party Transactions (Governance red flags to monitor)
- Management fees paid to Manager: $1,325,000 (2023) and $1,100,000 (2022) .
- Manager and Roberts provided unsecured advances (no interest, no formal repayment): Manager $74,928 (as of 12/31/2023 and 12/31/2022); Roberts $118,834 (as of 12/31/2023 and 12/31/2022) .
- Manager intellectual property licensing and name use provisions (company must cease using “1847” IP upon termination of management agreement) .
- Supplemental put rights and priority liens in favor of Manager upon exercise of put—prioritizes Manager claims over ordinary shareholder distributions .
Performance & Track Record
| Metric (Continuing Ops) | FY 2023 | FY 2024 |
|---|---|---|
| Revenue | $14.19M | $15.71M |
| Adjusted EBITDA | $(3.46)M | $(3.31)M |
| Comments | Company highlighted non‑cash warrant liability remeasurement driving GAAP net loss | Continued non‑cash impacts; management outlined growth/portfolio actions |
- Strategic actions: Sold High Mountain for ~$17M (~7x adjusted EBITDA), acquired CMD (pro forma 2024 CMD revenue $30.8M, GP $13.6M, operating income $7.5M, net income $7.5M), engaging advisors for possible Wolo sale and exploring alternatives for CMD .
Risk Indicators & Red Flags
- Going concern qualification in 2024 audited financials; large working capital deficit and sustained operating losses .
- Significant warrant liability remeasurement tied to reset and antidilution features, creating net loss volatility and potential dilution risk .
- Material weaknesses in internal control over financial reporting disclosed; remediation in progress .
- Acquisition integration, supplier concentration, and construction/automotive segment risks outlined extensively in risk factors .
Equity Ownership & Pledging/Hedging
- Ownership guidelines for directors not disclosed; insider trading policy expressly prohibits hedging, short sales, derivatives, margin accounts, and pledging without approval .
- No disclosure of Roberts pledging EFSH shares; policy reduces the likelihood of pledging misalignment .
Compensation Committee Analysis
- Committee composed entirely of independent directors; duties include Manager compensation oversight, executive remuneration, director compensation, and equity plan governance .
- Equity plan expanded in 2024 and again in 2025 (evergreen and share reserve increases), potentially increasing equity-based compensation flexibility across officers/directors .
Investment Implications
- Alignment: Profit allocation hurdles/high‑water mark and sale/holding triggers align Manager/Roberts with subsidiary value realization, but the baseline 2% management fee is not tied to operating metrics, diluting pay‑for‑performance purity .
- Governance/related‑party: Manager control, termination fee, supplemental put, and priority liens elevate related‑party risks and cash flow seniority ahead of common shareholders; monitor committee oversight and board independence .
- Liquidity/going concern: The going concern opinion and warrant liability volatility are material red flags; capital structure actions (equity plan expansions, warrant resets, authorized share increases) imply potential dilution and financing needs .
- Trading signals: 2024 Form 4s showed share accruals (dividend and conversion), not sales; watch for future Form 4 activity given ongoing strategic alternatives (CMD/Wolo) and equity plan capacity .
- Execution: Portfolio actions (High Mountain sale, CMD acquisition) demonstrate value creation capabilities, but persistent adjusted EBITDA losses and control weaknesses temper near‑term confidence until operating improvements and financing resilience are evidenced .