Todd R. Major
About Todd R. Major
Todd R. Major, age 52, is Chief Accounting Officer of FG Nexus (FGNX) since September 30, 2024, after serving as CFO, Secretary and Treasurer of Strong Global Entertainment (SGE) from November 2021 to September 2024 and as CFO of FG Group Holdings (FGH) from April 2020 to February 2024; he is a Certified Public Accountant with an MBA from Queens University of Charlotte and a B.A. in Accounting from Flagler College . Company-level “Pay vs. Performance” disclosures show cumulative TSR on a $100 investment of $78 (2022), $44 (2023), and $24 (2024), with GAAP net income of $1.09M (2022), $3.85M (2023), and a $(1.32)M net loss (2024); management notes GAAP net income was not a compensation metric for NEOs .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| FG Nexus (FGNX) | Chief Accounting Officer | Sep 2024–present | Senior finance leader for public company; executive officer role disclosed in proxy . |
| Strong Global Entertainment (SGE) | CFO, Secretary & Treasurer | Nov 2021–Sep 2024 | Led finance function for majority-owned subsidiary prior to merger into FGNX . |
| FG Group Holdings (FGH) | CFO, Secretary & Treasurer | Apr 2020–Feb 2024 | Executive finance leadership at former NYSE American-listed affiliate that merged into FGNX in 2024 . |
| FG Group Holdings (FGH) | SVP, Finance | Apr 2019–Apr 2020 | Senior finance role . |
| Bojangles, Inc. | Senior Director, Financial and SEC Reporting | Mar 2015–Apr 2019 | Led financial and SEC reporting at then-Nasdaq-listed operator/franchisor . |
| Premier, Inc. (Nasdaq: PINC) | Director, Financial Reporting | Sep 2014–Feb 2015 | Financial reporting leadership . |
| Horizon Lines, Inc. | Senior Director, Financial Reporting | Nov 2006–Sep 2014 | Financial reporting leadership at then NYSE-traded company . |
| Nabi Biopharmaceuticals, Inc. | Roles of increasing responsibility | Jun 2003–Nov 2006 | Finance roles at then-Nasdaq-listed biopharma . |
External Roles
No external public company board or committee roles were disclosed for Mr. Major in the executive officer biographies reviewed .
Fixed Compensation
- Employment appointments and base pay terms: Mr. Major was appointed CAO on September 30, 2024 with an annual salary of $325,000 . Separately, his Company employment agreement, amended May 18, 2023, set base salary at $100,000 with 25% target bonus (still referenced as continuing in effect), and his SGE agreement set base salary at $225,000 with 50% target bonus .
| 2024 Reported Compensation (SCT) | 2024 |
|---|---|
| Salary ($) | 270,833 |
| Bonus ($) | 40,000 |
| Stock Awards ($) | – |
| All Other Compensation ($) | 8,050 |
| Total ($) | 318,883 |
| Current and Target Cash Compensation Terms | Company (2023 A&R) | Company (Appointment) | SGE |
|---|---|---|---|
| Base salary ($) | 100,000 (from 5/18/2023) | 325,000 (as CAO from 9/30/2024) | 225,000 |
| Target bonus (% of base) | 25% | Not specified | 50% |
| Bonus determination | Compensation Committee metrics/criteria | – | CEO/Comp Committee metrics/criteria |
Notes:
- Mr. Major received a $40,000 cash bonus on July 12, 2024 for extra effort to complete the SGE–FGNX merger .
Performance Compensation
- Plan design and metrics: Annual bonuses are performance-based, with metrics and payout determination set by the Compensation Committee (Company) or SGE CEO/Comp Committee; specific financial or non-financial goals are not disclosed. The Company notes GAAP net income was not used as a compensation metric in the Pay vs Performance table .
| Incentive Type | Metric(s) | Target/Opportunity | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (Company) | Committee-determined metrics | 25% of base (per 5/18/2023 A&R) | Not specified | Cash/equity mix per Committee |
| Annual bonus (SGE) | CEO/Committee-determined metrics | 50% of base | $40,000 special cash bonus for merger (7/12/2024) | Cash/equity per SGE Committee |
| RSUs (outstanding as of 12/31/2024) | Service-based | 1,000 units (award (7)) | n/a | 50% vested 4/3/2025; remaining scheduled 4/3/2026 but accelerated to 7/31/2025 |
| RSUs (outstanding as of 12/31/2024) | Service-based | 1,334 units (award (8)) | n/a | 50% vested 5/18/2025; remaining scheduled 5/18/2026 but accelerated to 7/31/2025 |
| Stock options | Service-based | 400 total: 320 exercisable, 80 unexercisable @ $40.00 strike; expire 10/09/2030 | n/a | Typical option vesting; unexercisable balance unvested |
Vesting accelerations and supply signal:
- Multiple RSU tranches scheduled for 2025 had their remaining unvested amounts accelerated to July 31, 2025, potentially creating a concentrated vesting event and associated liquidity/selling pressure window .
Equity Ownership & Alignment
| Ownership snapshot (Record Date: Oct 22, 2025 unless noted) | Detail |
|---|---|
| Beneficial ownership (shares) | 6,766 total; includes 6,366 shares directly owned and 400 shares underlying options exercisable within 60 days . |
| Ownership % of shares outstanding | Shown as “*” in proxy table (not a 5% holder) . |
| RSUs unvested at 12/31/2024 | 1,000 units (award (7)); 1,334 units (award (8)) . |
| RSUs valuation reference | Market value at $21.80 close on 12/31/2024 used for table; values presented for NEOs’ RSUs in proxy . |
| Options (as of 12/31/2024) | 320 exercisable; 80 unexercisable; $40.00 strike; expires 10/09/2030 . |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and employees, including NEOs . |
| Ownership guidelines | Not disclosed in reviewed filing . |
Employment Terms
| Topic | Summary |
|---|---|
| Company employment agreements | Original agreement dated Mar 20, 2019; amended and restated May 18, 2023 (base $100,000; 25% target bonus; perpetual confidentiality; one-year non-compete; one-year non-solicit; IP assignment) . |
| SGE employment agreement | Base $225,000; 50% target bonus; includes customary non-compete and non-solicit . |
| Severance (Company) | If terminated without Cause: severance equal to one year base salary paid over 12 months plus 12 months of COBRA premiums if timely elected . |
| Severance (SGE) | If terminated without cause: one year base salary plus 12 months of COBRA premiums, subject to release . |
| Change-in-control vesting | 2021 and 2018 equity plans generally provide double-trigger acceleration if awards are assumed and termination without cause or for good reason occurs within two years post-CIC; single-trigger acceleration if awards are not assumed . |
| Non-compete / Non-solicit | One-year non-compete and one-year customer/employee non-solicit in Company A&R (5/18/2023) . |
| Benefits and perquisites | Eligible for 401(k), medical, dental, vision; “All Other Compensation” includes 401(k) match and ancillary insurance benefits . |
| Clawback / tax gross-ups | Not disclosed in reviewed sections . |
Performance & Track Record
| Company Performance Indicators (Pay vs. Performance table) | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR: value of initial $100 investment (as of 12/31) | $78 | $44 | $24 |
| GAAP Net Income (Loss) ($) | 1,088,000 | 3,845,000 | (1,315,000) |
Additional context:
- Mr. Major received a $40,000 cash bonus for extra time and effort on the SGE–FGNX merger, signaling recognized execution on a critical transaction .
- Executive officer transitions and appointments in 2024 included Mr. Major’s elevation to CAO effective September 30, 2024 following the SGE merger .
Compensation Structure Observations
- Cash vs. equity mix: For 2024, Mr. Major’s reported compensation was largely cash-based (salary and cash bonus), with no stock awards reported in the SCT; equity exposure is via prior RSUs and options outstanding .
- Metric transparency: Bonus metrics are committee-determined and not disclosed; the Company states GAAP net income was not used in pay decisions for the periods presented in the Pay vs. Performance table .
- Equity vesting modifications: Broad acceleration of RSUs to July 31, 2025 across NEOs (including Major) suggests an administrative decision that could influence near-term supply and realized compensation timing .
Say‑on‑Pay & Governance Signals
- 2025 proxy includes an advisory vote to approve NEO compensation; Board recommends “FOR” and cites alignment objectives and oversight via independent committees .
- Insider trading policy prohibits hedging and pledging for all insiders, supporting alignment and limiting risk of forced sales from margin/pledge arrangements .
Investment Implications
- Alignment: Ownership is modest (6,766 shares beneficially; <5% holder) with additional unvested RSUs and small options exposure; hedging/pledging is prohibited, which supports alignment but total skin-in-the-game appears limited relative to role seniority .
- Retention risk: Severance of one year base salary plus 12 months COBRA (Company and SGE) and one-year non-compete/non-solicit represent standard protections; absence of outsized CIC cash multipliers reduces entrenchment risk while plan-level double-trigger equity acceleration provides retention in a change event .
- Trading/supply overhang: Acceleration of remaining RSU tranches to July 31, 2025 concentrates vesting, creating a potential window for incremental share supply from executives, including Mr. Major, depending on personal liquidity preferences and blackouts .
- Execution track record: Documented merger execution (SGE into FGNX) with related bonus indicates operational follow-through; however, company TSR declined through 2024 and GAAP results turned to a loss in 2024, which may influence forward incentive realizations and investor scrutiny of pay-for-performance .