Michael C. Mitchell
About Michael C. Mitchell
Michael C. Mitchell, age 45, has served as an independent director of FG Nexus Inc. since February 29, 2024. He brings ~20 years of investment and analytical experience across consumer, industrial, real estate, and media, and is currently COO of Children’s Eye Care of Northern Colorado, P.C. He holds an MBA from the University of Oklahoma and a B.S. in Marketing from Oklahoma State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Locust Wood Capital | Partner (retired) | ~9 years; retired in 2019 | Analytical roles across sectors |
| Breeden Capital LP | Senior Analyst | 2006–2011 | Advisor on board engagements at Applebee’s and Zale |
| Kellogg Capital Group, LLC | Analyst | 2005–2006 | Private investment analysis |
| Jefferies & Company, Inc. | Equity Research Analyst | 2004–2005 | Coverage of post‑reorganization equities |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Children’s Eye Care of Northern Colorado, P.C. | Chief Operating Officer | Current | Co‑founded and operates with his spouse |
| Applebee’s; Zale Corporation | Advisor to Board (via Breeden Capital) | Historical | Active involvement in board engagements (not disclosed as a director) |
Board Governance
- Committee assignments: Chair, Compensation & Management Resources Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Determined independent under Nasdaq and SEC rules; one of six independent directors currently serving .
- Attendance: Board held 16 meetings in 2024; no director attended fewer than 75% of Board and relevant committee meetings .
- Shareholder meeting engagement: Two of seven directors attended the December 19, 2024 annual meeting (attendance not named) .
- Board leadership: Combined Chairman/CEO; no Lead Independent Director; independent committees provide oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $50,000 | Program terms; paid in stock in 2024 . |
| Committee Chair – Compensation | $15,000 | Committee chair retainer . |
| Committee Membership (Audit/Comp/Nominating) | $2,000 (per committee; excluding chairs) | Member retainer . |
| Chairman of the Board (incremental) | $75,000 | Not applicable to Mitchell . |
| Expense Reimbursement | — | Reasonable out‑of‑pocket expenses reimbursed . |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael C. Mitchell | $10,000 | $97,500 | $107,500 |
Notes:
- Cash fees reflect special committee service related to the SGE merger; base retainers were paid in stock in 2024 .
- Annual RSU grant value for each director was $50,000 (issued during 2025) .
Performance Compensation
| Award Type | Grant Timing | Grant Value | Vesting / Performance Metrics |
|---|---|---|---|
| Restricted Stock Units (Directors) | Annual; 2024 grants issued in 2025 | $50,000 per director | Vesting terms and performance metrics not specified in director program; RSUs used to align with shareholders . |
- As of December 31, 2024, Mitchell had 0 RSUs outstanding (annual 2024 awards were issued after year‑end) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed (public company boards) | — | No other current public company directorships disclosed for Mitchell . |
Expertise & Qualifications
- Capital allocation, finance, and public company analysis; sector experience in consumer, industrial, real estate, and media .
- MBA (University of Oklahoma) and B.S. in Marketing (Oklahoma State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Instruments |
|---|---|---|---|
| Michael C. Mitchell | 19,218 | 0.05% (calc. vs. 42,215,225 shares outstanding) | Common shares directly owned; no options/warrants disclosed for Mitchell |
Additional alignment/risk controls:
- Hedging and pledging prohibited for directors under the Insider Trading Policy (no margin accounts, no derivatives, no pledging) .
Governance Assessment
- Strengths: Independent status; high attendance in 2024; chairs Compensation Committee; equity‑paid director retainer and annual RSU grant support alignment with long‑term shareholder value .
- Potential red flags: Combined Chair/CEO and absence of a Lead Independent Director may weaken independent board leadership; mitigation via fully independent Audit, Compensation, and Nominating committees .
- Conflicts/related party exposure: No related‑party transactions disclosed involving Mitchell; broader ecosystem includes related‑party arrangements with entities affiliated with other directors/officers (e.g., FGM shared services, FGMP investments, Saltire/Strong/MDI), underscoring need for vigilant committee oversight; Audit Committee oversees related‑party matters .
- Shareholder engagement: Board encourages equity ownership for directors; however, formal director ownership guidelines are not specified .
Notes on Data Coverage
- All facts sourced from FG Nexus Inc.’s definitive proxy statement filed October 31, 2025 and related governance sections .
- Attempted to fetch Form 4 insider transactions for “Michael Mitchell” at FGNX; the insider-trades tool returned an authorization error, so no additional Form 4 data is included at this time.