David Bruce
About David Bruce
David Bruce, 59, is FGI’s Chief Executive Officer and a director, serving since the company’s 2021 incorporation. He holds a B.S. in Management from Kean University and previously led FGI’s Kitchen & Bath division (EVP, 2009–2021), after earlier sales roles at FGI (1997–2008) and 8+ years in retail prior to joining FGI . In 2024, FGI grew revenue 12.4% to $131.8M, while gross margin was 26.9% (27.4% in 2023) and the company reported a net loss of $1.73M, against a backdrop of Nasdaq minimum bid-price risk (reverse split authorization sought) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FGI Industries Inc. (Foremost Groups Inc.) | EVP, Kitchen & Bath | 2009–2021 | Led sales, marketing, customer and supplier strategy development |
| FGI Industries | Sales roles | 1997–2008 | Commercial growth and customer coverage in core categories |
| Various Retailers | Retail roles | ~1989–1997 | Front-line retail experience supporting later commercial leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 300,000 | Not disclosed | 45,000 | 27,844 (incl. car allowance) | 552,844 |
| 2024 | 311,539 | Not disclosed | — | 30,650 (incl. car allowance) | 732,189 |
Notes: CEO receives a monthly car allowance under his employment agreement .
Performance Compensation
- 2024 annual cash bonus (MIB): CEO/NEOs metrics weighted 70% Revenue and 30% Adjusted Net Income; below-threshold performance produced 0% payout .
- 2024 long-term equity:
- Performance options vest on Revenue (30%), Adjusted Net Income (20%), and ROIC (50%); no vesting occurred for 2024 performance .
- PSUs vest based on ROIC over a 3-year period (2024–2026); still unvested .
| 2024 Incentive | Metric | Weighting | Target | Actual/Payout | Vesting Status |
|---|---|---|---|---|---|
| Annual Cash (MIB) | Revenue | 70% | Not disclosed | Below threshold → 0% | N/A |
| Annual Cash (MIB) | Adjusted Net Income | 30% | Not disclosed | Below threshold → 0% | N/A |
| Perf. Options | Revenue | 30% | Not disclosed | 0% vesting for 2024 performance | Options remain unvested |
| Perf. Options | Adjusted Net Income | 20% | Not disclosed | 0% vesting for 2024 performance | Options remain unvested |
| Perf. Options | ROIC | 50% | Not disclosed | 0% vesting for 2024 performance | Options remain unvested |
| PSUs (2024 grant) | ROIC (3-year) | 100% | Not disclosed | In progress | 2024–2026 performance period |
Key 2024 awards to Bruce:
- 231,042 performance options @ $1.50, expiring 3/22/2034 (target count; unvested)
- 130,000 PSUs (target) granted 3/22/2024 (unvested)
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 33,000 shares; options exercisable within 60 days: 139,893; total 1.8% of class |
| Vested vs. unvested (as of 12/31/24) | Exercisable options: 42,393 (@$2.26, exp. 5/13/2032) and 25,011 (@$3.07, exp. 3/30/2032); Unexercisable: 30,280 (@$2.26) and 2,386 (@$3.07) |
| Unvested performance equity | 231,042 performance options (target) @ $1.50, exp. 3/22/2034; 130,000 PSUs (target) from 2024 grant; 43,373 PSUs from 2023 grant |
| Time-based RSUs outstanding | 11,000 RSUs from 1/24/2022 grant (three equal installments over 3 years) |
| In-the-money status | Year-end price: $0.78; all listed option exercise prices ($1.50–$3.07) were above year-end price (i.e., out-of-the-money) |
| Hedging/pledging | Company policy prohibits pledging, short sales, options, collars/hedges; only approved 10b5-1 plans allowed |
| 10b5-1/trading plans | No director/executive adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 plan during 9M’24 |
Employment Terms
| Term | Summary |
|---|---|
| Agreement date | 1/24/2022 CEO employment agreement |
| Compensation | Annual base salary (reviewed annually), discretionary performance bonus, eligibility for equity plans; car allowance, health club membership, supplemental life insurance |
| Term/termination | At-will; either party may terminate without cause on 90 days’ notice; immediate termination for “cause” as defined |
| Severance (no cause) | One year of base salary paid on regular payroll, pro-rated annual bonus, and company-paid share of COBRA for up to 12 weeks (subject to release and compliance) |
| Non-compete/confidentiality | Continued compliance with confidentiality and non-competition covenants required for severance; scope not further detailed |
| Change-in-control | No specific change-in-control severance terms disclosed in filings |
Board Governance
| Attribute | Detail |
|---|---|
| Role | CEO and director (since 2021) |
| Independence | Not independent under Nasdaq rules |
| Committees | No committee assignments (Audit/Comp/N&CG committees are fully independent) |
| Attendance | Each director attended at least 75% of Board/committee meetings in 2024 |
| Board leadership | Executive Chairman (John Chen) and CEO roles are separate; Chairman sets agenda and presides; CEO runs operations |
| Control and governance context | Foremost holds ~71% voting power; company is a “controlled company” but does not rely on controlled-company exemptions |
Director Compensation (context)
Non-employee director retainers: $40,000 cash; committee chairs receive $10,000 (Comp/NCG) or $15,000 (Audit); committee members receive $3,000; 2024 director equity grants were performance-based RSUs valued at $12,000 .
Performance & Track Record (business context under Bruce)
| Metric | 2023 | 2024 | Commentary |
|---|---|---|---|
| Revenue ($) | 117,241,604 | 131,818,073 | +12.4% YoY; growth led by sanitaryware, shower systems, custom cabinetry |
| Gross margin (%) | 27.4% | 26.9% | Mix and volume sustained margins in mid-20s |
| Operating income ($) | 2,304,443 | (2,099,591) | OpEx growth (marketing, personnel, warehousing) drove swing to loss |
| Net (loss)/income ($) | 579,564 | (1,734,277) | Loss in 2024 despite higher sales |
| Strategic initiatives | BPC growth (Brands/Products/Channels), FlushGuard overflow toilet tech license, geographic expansion (India/Eastern Europe/UK), gross margin improvement vs 2022 | ||
| Listing/bid price risk | Reverse split authorization sought to address Nasdaq minimum bid price compliance |
Risk controls and operations:
- Material weaknesses in internal controls reported for 2024 (segregation of duties; review controls); remediation underway .
- Supplier concentration: Huida supplied majority of sanitaryware; significant share of A/P concentrated .
- CFO transition announced: Perry Lin resigning effective June 30, 2025; Jae Chung appointed CFO effective July 1, 2025 .
Compensation Structure Analysis
- Alignment: 2024 annual bonus and performance option vesting paid 0% due to below-threshold results—tight linkage to financial outcomes (Revenue, Adjusted Net Income, ROIC) .
- Mix shift: CEO equity tilted toward performance options and PSUs (ROIC-based); options are currently out-of-the-money at 12/31/24 price ($0.78), limiting near-term monetization and insider selling pressure .
- Governance safeguards: Prohibitions on hedging and pledging reduce misalignment/overhang risk .
- Consultant: Compensation Committee uses an independent advisor (HR Enterprises, LLC) .
- Red flags not observed: No clawback policy disclosure; no stock ownership guidelines disclosed; no tax gross-ups disclosed; no repricing disclosed; say-on-pay outcomes not disclosed in recent proxies .
Outstanding Equity Awards (David Bruce)
| Grant Date | Instrument | Quantity | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| 3/22/2024 | Performance Options (target) | 231,042 | $1.50 | 3/22/2034 | 1/3 at 1st anniversary, then monthly over 24 months, contingent on performance |
| 3/22/2024 | PSUs (target) | 130,000 | — | — | ROIC over 3-year period (2024–2026); unvested |
| 3/29/2023 | PSUs (target) | 43,373 | — | — | Performance period 2023–2025; unvested |
| 5/13/2022 | Service Options | 42,393 ex./30,280 unex. | $2.26 | 5/13/2032 | 1/3 at 1st anniversary, then monthly over 24 months |
| 3/30/2022 | Service Options | 25,011 ex./2,386 unex. | $3.07 | 3/30/2032 | 1/3 at 1st anniversary, then monthly over 24 months |
| 1/24/2022 | Time-based RSUs | 11,000 | — | — | Vests in three equal annual installments |
Price reference: $0.78 closing price on 12/31/2024 used by the company for award valuations .
Equity Ownership Summary (David Bruce)
| Measure | Value |
|---|---|
| Shares beneficially owned | 33,000 |
| Options exercisable within 60 days | 139,893 |
| Percent of class | 1.8% |
| Group (6 execs/directors) | 5.0% combined |
| Pledging/hedging | Prohibited |
Employment & Contracts – Key Economics
- Termination without cause: One year’s base salary, pro-rated bonus, up to 12 weeks COBRA company-paid share, subject to release and restrictive covenants .
- At-will with 90 days’ notice by either party; “Cause” includes willful misconduct, breach, certain crimes, policy violations, etc. .
Related Party & Governance Context
- Foremost Groups Ltd. owns ~71% of FGI; supply, sourcing, and shared services agreements exist with Foremost affiliates .
- Company is a “controlled company” but not relying on governance exemptions; independent directors chair all key committees .
Investment Implications
- Alignment strong: Zero payout on 2024 cash and performance equity underscores pay-for-performance. With all disclosed options out-of-the-money at 12/31/24 and hedging/pledging prohibited, near-term insider selling pressure appears limited .
- Retention risk moderate: Severance equals one year’s base salary plus pro-rata bonus; equity is predominantly performance-based and unvested, supporting retention but contingent on results .
- Governance considerations: CEO is a non-independent director; Executive Chairman is also non-independent; Foremost’s 71% control concentrates influence—mitigated by independent committees but still a structural risk .
- Execution risk: 2024 operating loss and internal control weaknesses, supplier concentration (Huida), and bid-price compliance (reverse split authorization) are key watch items for equity value and compensation outcomes .
- Performance levers to monitor: Revenue growth in Sanitaryware/Shower Systems, ROIC improvement (equity metric), margin discipline, and governance/internal control remediation; CFO transition execution in 2025 .