Robert J. Roschman
About Robert J. Roschman
Robert J. Roschman, age 60, is an independent director of FG Nexus Inc., appointed on February 29, 2024. He is an owner of Triple R. Associates, Ltd., a real estate firm with over 100 properties leased to fast food, distribution, and retail tenants, and holds a B.S. from Florida State University, bringing over 30 years of investing and operating experience across real estate, franchising, distribution, banking, and retail . The Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triple R. Associates, Ltd. | Owner | Since 1992 | Owns and leases >100 properties to fast food, distribution, and retail tenants |
| Giant Holdings, Inc. | Founder; Director | Founded 1998; merged into Home BancShares, Inc. in Feb 2017 | Built federally chartered bank with Internet division; strategic exit via HOMB merger |
| Snapps Restaurants, Inc. | Co‑Founder; Vice President | 1987–2000; merged into Rally’s Hamburgers | Grew to 76-store fast food chain; M&A outcome |
| Charter Bank (Delray Beach, FL) | Shareholder | 1983–1997; merged into Southtrust Bank in 1997 | Banking investor; exit via merger |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Triple R. Associates, Ltd. | Owner | Current | Florida real estate holdings; multiple development properties |
| Current public company boards | — | None disclosed | No current public directorships disclosed for Roschman |
Board Governance
- Committee memberships: Audit Committee member (not chair); Audit Committee signatory alongside Chair Scott D. Wollney and member Rita Hayes .
- Independence: Board majority independent; Roschman is one of six independent directors .
- Attendance: In 2024 the Board met 16 times; no director attended fewer than 75% of Board and relevant committee meetings .
- Committee activity: Audit (7 meetings), Compensation (3), Nominating (1) in 2024 .
- Board leadership: CEO also serves as Chair; no Lead Independent Director. Independent directors meet in executive session without management .
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors and employees .
Fixed Compensation
Director compensation structure (2024 program terms):
| Component | Amount (USD) |
|---|---|
| Annual retainer to each Director | $50,000 |
| Additional retainer – Chairman of the Board | $75,000 |
| Additional retainer – Audit Committee Chair | $15,000 |
| Additional retainer – Compensation Committee Chair | $15,000 |
| Committee membership fee (per committee; excludes chair) | $2,000 |
| Annual RSU grant to each Director | $50,000 |
| Expense reimbursement | Reasonable out-of-pocket, reimbursed |
- Note: In 2024, retainers for Board service were paid in shares of common stock rather than cash .
2024 actual compensation for Roschman:
| Non-Employee Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert J. Roschman | $0 | $93,333 | $93,333 |
- RSU grants to directors for the 2024 calendar year were issued after year-end (during 2025), so they were not outstanding as of December 31, 2024 .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Annual Director RSU grant value | $50,000 (issued during 2025 for the 2024 grant cycle) |
| Performance metrics tied to director pay | None disclosed; director RSUs appear service/time-based; plan-level change-in-control triggers exist (double-trigger if assumed; single-trigger if not assumed) |
Plan mechanics relevant to equity:
- Double-trigger vesting if awards are assumed and the holder is terminated without cause or for good reason within two years post‑change‑in‑control; single-trigger vesting if awards are not assumed .
- Committee discretion to assume/cancel awards and provide cash-out for in-the-money awards; ability to cancel underwater options without payment .
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Conflict Notes |
|---|---|---|---|
| Giant Holdings, Inc. (private bank) | Founder; Director | 1998–2017 (merged into HOMB) | No current interlock disclosed with FGNX; transaction closed in 2017 |
| Current public boards | — | — | None disclosed for Roschman |
- Related party transactions: Company disclosed multiple related-party items with other insiders/entities; no transactions disclosed involving Roschman in 2023–2025 .
Expertise & Qualifications
- Real estate operations and development; multi‑asset landlord/owner since 1992 .
- Franchising and retail operations (built 76-store fast food chain, Snapps; M&A into Rally’s) .
- Banking and financial services investor/operator (Giant Holdings; Charter Bank) .
- Education: B.S., Florida State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Robert J. Roschman | 13,981 | <1% (*) | Shares directly owned; no options/warrants disclosed for Roschman |
| RSUs outstanding (12/31/2024) | 0 | — | 2024 director RSUs were granted after year‑end |
| Pledging/Hedging | Prohibited by company policy | — | Applies to directors, officers, employees |
| Ownership guidelines | Equity ownership encouraged (director comp policy); specific guideline multiples not disclosed | ||
| () Company uses “” to indicate less than 1% beneficial ownership . |
Insider filings/engagement:
| Item | Status |
|---|---|
| Late Section 16 filings in 2024 (company review) | None reported for Roschman; late filings noted for Wollney (one) and Swets (multiple ESPP purchases) |
Governance Assessment
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Strengths:
- Independent director with relevant operating experience; serves on the Audit Committee and co‑signs the Audit Committee report, supporting financial oversight .
- Compensation paid largely in equity in 2024 (no cash fees), aligning incentives with shareholders; annual RSU grants and retainers paid in stock bolster skin‑in‑the‑game .
- No related‑party transactions disclosed involving Roschman during 2023–2025; company prohibits hedging/pledging—reduces misalignment risk .
-
Watch items:
- Board leadership concentration (CEO is also Chair; no lead independent director), which can diminish independent oversight; mitigated by independent committee structure and executive sessions .
- Shareholder engagement optics: only two of seven directors attended the December 2024 annual meeting; while not attributed to Roschman specifically, low attendance can be viewed negatively by governance‑focused investors .
- Audit Committee workload (7 meetings in 2024) implies ongoing risk oversight demands; continued active participation is critical to effectiveness .
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Overall view: Roschman appears independent, financially aligned via equity‑heavy director pay, and is engaged in audit oversight with no disclosed conflicts. Board‑level structural risks (combined Chair/CEO; no lead independent) warrant monitoring, but his Audit Committee role and independence status are positives for investor confidence .