Richard E. Govignon, Jr.
About Dr. Richard E. Govignon, Jr.
Dr. Richard E. Govignon, Jr., age 48, has served as an independent director of FG Nexus Inc. since December 15, 2021. He is a Partner at Dnerus Financial (since June 2021) and an experienced corporate director and trustee across the U.S. and Canada. His credentials include a B.S. in Pharmacy and a Doctor of Pharmacy from the University of the Sciences in Philadelphia, and an MBA from the Jack Welch Management Institute; he has 20+ years in healthcare/pharmacy roles alongside investing and financial analysis experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strong Global Entertainment, Inc. (SGE) | Director | Jan 2022 – Sep 2024 | Governance experience in entertainment infrastructure |
| GreenFirst Forest Products Inc. | Director | Jan 2019 – Dec 2021 | Exposure to forest products industry; capital allocation oversight |
| StrongVest ETF Trust | Trustee | 2017 – 2019 | Oversight of ETF trust investing in bonds/equities |
| CVS Health Corporation | Management & Pharmacist | 2019 – 2022 | Operations and compliance in large-scale pharmacy |
| Acme Markets Inc. | Pharmacist | 2017 – 2019 | Retail pharmacy operations |
| Rite Aid Corporation | Pharmacist | 2001 – 2013 | Retail pharmacy operations |
External Roles
| Organization | Role | Tenure/Status | Notes/Interlocks |
|---|---|---|---|
| Saltire Capital Ltd. (TSX: SLT.U) | Director | Current | Board role at capital partner investing in private companies |
| FG Merger II Corp. | Director | Since Oct 2023 | SPAC; merger agreement signed with Boxabl |
| FG Merger III Corp. | Director | Since Nov 2023 | SPAC focused on financial services |
| B-Scada, Inc. (OTC: SCDA) | Director | Since Jun 2021 | Software/hardware developer |
| FG Imperii Acquisition | Director | Since Oct 2025 | Blank check company targeting financial services |
| ShopRite Pharmacy | Pharmacist/Manager | Since 2022 | Operates within large grocery cooperative pharmacy |
| Dnerus Financial | Partner | Since Jun 2021 | Family asset management company |
Board Governance
- Independence: The Board determined Dr. Govignon is independent under Nasdaq and SEC rules .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed on Audit or Compensation & Management Resources Committees .
- Committee meeting cadence: Nominating Committee held 1 meeting in 2024; Audit held 7; Compensation held 3 .
- Attendance: In 2024, no director attended fewer than 75% of Board and their committee meetings .
- Executive sessions: Independent directors meet in executive session without management .
- Board structure: Combined Chairman/CEO; no Lead Independent Director (Board currently views lead independent director as unnecessary given committee independence and annual Chairman appointment by non-management directors) .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors and employees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $50,000 | Paid in stock in 2024 |
| Audit Committee Chair Retainer | $15,000 | Not applicable to Govignon (Audit Chair is Wollney) |
| Compensation Committee Chair Retainer | $15,000 | Not applicable to Govignon (Comp Chair is Mitchell) |
| Committee Member Fee | $2,000 | For Audit, Compensation, Nominating members (excluding chairs); chair fees disclosed only for Audit/Comp |
| Annual RSU Grant | $50,000 | Granted to each director; issued during 2025 for the 2024 cycle |
2024 Director Compensation (Reported)
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard E. Govignon, Jr. | $0 | $104,500 | $104,500 |
During 2024, retainers were paid in shares of common stock; stock awards include RSUs valued at $50,000 issued during 2025 .
Performance Compensation
- No performance metrics tied to director compensation disclosed (director equity awards are standard annual grants; performance metrics apply to executive officers, not directors) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Evidence |
|---|---|---|---|
| Saltire Capital Ltd. / Strong/MDI | Dr. Govignon is a Saltire director | STS (former FGNX subsidiary) purchased products from Strong/MDI (Saltire subsidiary); $0.2M payable at 6/30/2025, settled in Q3 2025 | |
| FG-related SPACs (FG Merger II & III) | Director roles at affiliated SPACs | FG Nexus invests in or sponsors SPACs via FGMP; directors/officers hold LP interests (affiliations disclosed) |
Expertise & Qualifications
- Healthcare/pharmacy operations and management spanning major retail chains; financial analysis and investing experience .
- Board/trustee experience across entertainment, forest products, technology, and SPACs; governance leadership as Nominating Chair .
- Degrees: B.S. Pharmacy, PharmD (University of the Sciences, Philadelphia); MBA (Jack Welch Management Institute) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 10,167 | As of record date 10/22/2025 |
| Shares Outstanding | 42,215,225 | Record date 10/22/2025 |
| Ownership as % of Outstanding | ~0.024% | Calculated from 10,167 / 42,215,225 |
| RSUs Outstanding (12/31/2024) | 2,110 | Aggregate RSUs outstanding as of YE 2024 |
| Pledged/Hedged Shares | Prohibited | Company policy prohibits hedging and pledging |
Governance Assessment
-
Strengths:
- Independent status with governance leadership as Nominating & Corporate Governance Committee Chair .
- Director compensation paid largely in equity (retainers paid in stock; annual RSU grant), supporting alignment with shareholders .
- Attendance at least 75% in 2024; independent director executive sessions enhance oversight .
-
Areas to monitor:
- Combined Chairman/CEO and absence of Lead Independent Director reduces independent counterbalance; ensure robust committee oversight continues .
- Related-party exposure via Saltire: STS purchases from Strong/MDI while Dr. Govignon sits on Saltire’s board; amounts were modest ($0.2M payable, settled in Q3 2025) but require continued Audit Committee oversight and disclosure discipline. Potential conflict due to interlocks merits ongoing monitoring and recusal protocols .
- Annual stockholders’ meeting attendance: only 2 of 7 directors attended in 2024; while no formal policy exists, low participation at the annual meeting can be a perceived engagement gap .
-
Compliance and risk controls:
- Hedging and pledging of Company securities are prohibited for directors and employees, supporting alignment and reducing risk indicators .
- Section 16 compliance: company disclosed late filings for certain insiders (Wollney and Swets), none cited for Dr. Govignon in 2024—continue to monitor timeliness .