Mark D. Roberson
About Mark D. Roberson
Mark D. Roberson, age 59, is Chief Financial Officer of FG Nexus Inc. (FGNX), appointed February 29, 2024. He previously served as CEO of FG Group Holdings Inc. (FGH) and brings deep experience in executive leadership, operations, corporate finance, SEC reporting, treasury, and M&A. He is a CPA and began his career at Ernst & Young and PwC, and holds an MBA (Wake Forest), B.S. in Accounting (UNC-Greensboro), and B.S. in Economics (SMU) . Company performance context: 2024 GAAP net loss was $(1.315) million and the cumulative value of a $100 investment in FGNX stock stood at $24 as of 12/31/2024 (SEC “pay vs performance” disclosure) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FG Group Holdings Inc. (FGH) | Chief Executive Officer | Apr 2020–Feb 2024 | Led the public holding company that later merged into FGNX; oversaw operations and capital allocation . |
| FG Group Holdings Inc. (FGH) | EVP, Chief Financial Officer & Treasurer | Nov 2018–Apr 2020 | Drove corporate finance, treasury and SEC reporting . |
| Strong Global Entertainment, Inc. (majority-owned subsidiary of FGNX) | Chief Executive Officer | Nov 2021–present | Leads entertainment subsidiary; public-company experience (formerly NYSE American: SGE) . |
| Chanticleer Holdings, Inc. (Nasdaq) | Chief Operations Officer | May 2015–Nov 2018 | Led operations at restaurant operator . |
| PokerTek, Inc. (Nasdaq) | Chief Executive Officer (incl. Acting CEO) | Acting: May 2009–Feb 2010; CEO: Feb 2010–Oct 2014 | Executed turnaround/operations at gaming technology firm . |
| PokerTek, Inc. | Chief Financial Officer & Treasurer | Oct 2007–Oct 2014 | Financial leadership and SEC reporting . |
| Curtiss-Wright; Krispy Kreme; LifeStyle Furnishings | Finance roles | Not disclosed | Held positions of increasing responsibility at large enterprises . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CynergisTek, Inc. (NYSE American: CTEK) | Director; Audit Committee Chair | May 2016–Sep 2022 | Governance and audit oversight at cybersecurity and information management firm . |
Fixed Compensation
| Year | Base Salary (Annual) | Salary Paid | Target Bonus % (Company) | Target Bonus % (SGE) | Actual Cash Bonus | Other Compensation |
|---|---|---|---|---|---|---|
| 2024 | $400,000 | $333,333 | 60% of base salary (per 5/18/2023 A&R agreement) | 75% of $275,000 SGE base salary | $40,000 (for SGE merger execution) | $9,550 (401k match and ancillary insurance) |
Notes: Mr. Roberson’s Company employment agreement was amended May 18, 2023 (target bonus 60% and non-compete/non-solicit terms), and his CFO appointment set a $400,000 annual salary effective Feb 29, 2024 .
Performance Compensation
Cash Incentives
| Program/Metric | Target | Actual Payout | Vesting/Timing | Rationale/Notes |
|---|---|---|---|---|
| SGE Merger Completion Bonus | N/A | $40,000 | Paid 7/12/2024 | Approved for “extra time and effort” on successful merger of SGE into FGNX . |
No specific annual Company bonus metrics or payout disclosed for 2024 for Mr. Roberson beyond the SGE bonus .
Equity Awards – RSUs (as of 12/31/2024)
| Grant (Units) | Market Value at 12/31/2024 | Vesting Schedule and Accelerations |
|---|---|---|
| 2,134 units | $46,521 (at $21.80/share) | 50% vested on 4/3/2025; remaining scheduled 4/3/2026 but accelerated to vest on 7/31/2025 . |
| 1,200 units | $26,160 (at $21.80/share) | 50% vested on 5/18/2025; remaining scheduled 5/18/2026 but accelerated to vest on 7/31/2025 . |
Footnote: $21.80 was the stock price on 12/31/2024 used for RSU valuation disclosure .
Equity Awards – Options (as of 12/31/2024)
| Shares | Status | Strike | Expiration | Notes |
|---|---|---|---|---|
| 1,600 | Exercisable | $56.25 | 12/04/2028 | From legacy grants; in-the-money status depends on market price (stock was $21.80 on 12/31/2024) . |
| 1,200 | Exercisable | $72.25 | 06/06/2029 | See above . |
| 640 | Exercisable | $40.00 | 10/09/2030 | See above . |
| 160 | Unexercisable | $40.00 | 10/09/2030 | Unvested portion . |
As of 12/31/2024 ($21.80 close), all listed option strikes were above market, implying these options were out-of-the-money on that date .
Equity Ownership & Alignment
| Category | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership | 45,683 shares | Includes 42,083 shares directly and 3,600 shares via options exercisable within 60 days of the record date . |
| Shares Outstanding (Record Date) | 42,215,225 | Record Date: Oct 22, 2025 . |
| Ownership as % of Shares Outstanding | ~0.11% | Calculated as 45,683 / 42,215,225; inputs from and . |
| RSUs Unvested at 12/31/2024 | 3,334 units | 2,134 and 1,200 units; accelerated vesting on 7/31/2025 for remaining tranches . |
| Options – Exercisable (12/31/2024) | 3,440 | 1,600 @56.25; 1,200 @72.25; 640 @40.00 . |
| Options – Unexercisable (12/31/2024) | 160 | 160 @40.00 . |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging of Company securities by directors, officers and employees . |
| Ownership Guidelines | Not disclosed | No executive ownership multiple disclosed in proxy; directors encouraged to hold equity . |
Employment Terms
| Term | Company Agreement | SGE Agreement | Notes |
|---|---|---|---|
| Current Role/Start | CFO, appointed 2/29/2024 | CEO of SGE since 11/2021 | |
| Base Salary (Annual) | $400,000 as CFO | $275,000 | Company A&R agreement on 5/18/2023 reduced prior base to $125,000, subject to Board increases; CFO appointment set $400,000 . |
| Target Bonus | 60% of base salary | 75% of base salary | Determined by respective Compensation Committees . |
| Severance (without Cause) | 12 months’ base salary + 12 months COBRA premiums | 12 months’ base salary + 12 months COBRA premiums | Subject to release of claims . |
| Restrictive Covenants | 1-year non-compete; 1-year non-solicit; perpetual confidentiality; IP assignment | Customary non-compete and non-solicit | |
| Change-in-Control (Equity) | Double-trigger acceleration if awards assumed and termination without cause/for good reason within 2 years; single-trigger if not assumed; performance awards convert at “target” | Same plan terms apply | Applies under 2021 and 2018 plans . |
| Clawback | Not disclosed | Not disclosed | No clawback policy disclosure noted in proxy. |
Investment Implications
- Pay-for-performance alignment: Cash comp is modest (2024 total $382,883, including $333,333 salary and $40,000 bonus tied to SGE merger execution) with performance-based bonus opportunities at both Company (60% target) and SGE (75% target) levels, suggesting variable pay linked to results, though specific operating metrics for 2024 cash bonuses (beyond the SGE merger bonus) were not disclosed .
- Vesting overhang and potential selling pressure: 3,334 RSUs accelerated to vest on July 31, 2025, expanding freely tradable shares for Mr. Roberson and potentially adding near-term supply; options are largely out-of-the-money at disclosed 12/31/2024 prices, limiting near-term exercise-related sales .
- Alignment and risk controls: Hedging and pledging are prohibited company-wide, reducing misalignment risk; severance is a moderate one-year multiple with COBRA, and equity plan uses double-trigger acceleration, which is shareholder-friendly versus single-trigger constructs .
- Ownership scale: Beneficial ownership of 45,683 shares (~0.11% of outstanding) indicates some “skin in the game,” but the stake is relatively small versus total shares; ongoing option holdings (mostly out-of-the-money) provide upside leverage if performance improves .
- Execution risk backdrop: Company-level 2024 net loss and depressed TSR ($100 to $24 by 12/31/2024) frame a challenging performance baseline; realization of incentive value for Mr. Roberson will likely require improved profitability and stock recovery, aligning his incentives with shareholder outcomes .