James Nevin
About James Nevin
James Nevin, age 44, has served as Chief Financial Officer (and principal financial officer) of Forge Global Holdings, Inc. since January 20, 2025, bringing 25+ years of capital markets and data businesses experience, including senior leadership roles at London Stock Exchange Group (LSEG) and prior corporate finance roles at Evolution Securities, Oriel Securities, and Deloitte . He holds a B.A. in Economics & Philosophy from the University of Nottingham and is a Fellow of the Institute of Chartered Accountants in England and Wales . Forge entered 2025 with improving topline momentum: Q1 2025 revenues less transaction-based expenses reached $25.1 million, the highest quarter as a public company, on $692.4 million trading volume; adjusted EBITDA loss narrowed to $8.9 million . Contextually, full-year 2024 revenues less transaction-based expenses were $78.7 million with adjusted EBITDA loss of $43.7 million, and cumulative TSR value of an initial $100 was $9.21 as of 2024 year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| London Stock Exchange Group (Information Services) | CFO & Managing Director | 2014–2019 | Financial oversight of FTSE Russell Indexes, Real Time Exchange Data and other data services, driving growth and performance globally . |
| London Stock Exchange Group | Managing Director, Head of Data Solutions | 2019–2021 | Led data businesses including Starmine, SEDOL, Real Time Exchange Data; scale and product transformation . |
| London Stock Exchange Group | Managing Director, Funds, Research & Content | 2021–2023 | Ran Lipper, Mergent and related analytics content lines; commercial execution and product strategy . |
| Evolution Securities (acquired by Investec) | Associate Director, Corporate Finance | 2010–2011 | Advised issuers; capital markets transactions . |
| Oriel Securities (acquired by Stifel Financial) | Manager, Corporate Finance | 2007–2010 | ECM/DCM execution; issuer advisory . |
| Deloitte | Manager, External Audit – Consumer Business | 2003–2007 | Audit leadership; controls and reporting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company board or external roles disclosed in SEC filings for Nevin; no related party transactions or arrangements noted . |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $425,000 | Initial compensation under at-will Employment Agreement; eligible for standard benefits . |
| Target Annual Bonus | 100% of base salary | Metrics and amounts determined by CEO and Compensation Committee/Board annually . |
| Annual Equity Eligibility | Under Company’s equity plan | Mix/structure set by CEO and Compensation Committee; grants under 2022 Plan . |
Performance Compensation
Nevin’s 2025 bonus/equity performance metrics have not been disclosed; however, Forge’s program design and achievement used for NEOs in 2024 provides the current framework.
| Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Company Performance (Average of Revenue and Adjusted EBITDA metrics) | 50% of annual cash bonus | Revenue: $84.9m; Adjusted EBITDA goal: ($40.3m) | Revenue: $78.7m; Adjusted EBITDA: ($40.8m); Company Performance %: 96% | NEO bonuses paid at 87%–94% of target (individual component plus company performance) | N/A for Nevin’s 2025; RSU/PSU vesting schedule below. |
| Individual Performance | 50% of annual cash bonus | Pre-set strategic goals | Not disclosed (exec-specific) | Committee determination | N/A. |
| PSUs (three-year awards) | N/A | PSU Performance Goal measured on 2024 Company Performance % | Certified at 96%; eligible PSUs vested accordingly | No overachievement payouts in 2024 | 1/3 on certification; remainder in 24 monthly installments . |
RSU/PSU vesting mechanics (Company framework):
- RSUs: 36 equal monthly installments (e.g., awards starting Feb 1, 2024) .
- PSUs: Eligible based on Company Performance %; 1/3 vests at certification, remainder monthly over 24 months .
Program enhancements in 2024 (pay-for-performance tightening):
- PSUs required minimum threshold 75% performance to vest; introduced Adjusted EBITDA alongside revenue in cash and equity programs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guidelines | Executives other than CEO must hold stock equal to 2x base salary; compliance measured annually starting Dec 31, 2029 (five-year phase-in) . Shares counted include directly owned common and unvested time-based RSUs; options and unearned performance awards excluded . |
| Hedging/Pledging | Company Insider Trading Policy prohibits hedging transactions and pledging/margin arrangements for all directors, officers, employees . |
| Beneficial Ownership | Not disclosed for Nevin as of April 15, 2025 in the proxy ownership table (NEOs/directors listed did not include Nevin) . |
Employment Terms
| Provision | Non–Change-in-Control (Non‑CIC) | During Change-in-Control (CIC) Period |
|---|---|---|
| Severance – Cash Salary | Without Cause: salary continuation for up to 12 months (or lesser of months employed); Good Reason: 18 months . | Lump sum equal to 18 months of base salary . |
| Severance – Bonus | Lump sum equal to Multiplier (Severance Period months/12) times the greater of recent bonus averages/last bonus/target construct if <2 years employed . | Lump sum equal to 1.5x the greater of bonus averages/last bonus pre‑CIC/last bonus/target construct if <2 years employed . |
| Equity – Time-based awards | Accelerate vesting as if employed through Severance Period; option exercise window extended accordingly . | 100% acceleration and option exercise extended through 18 months post-termination; performance awards handled per certification . |
| Equity – Performance awards | If performance period not certified at termination, determine and certify based on actual results after period; vest tranches on certification . | Same performance certification then vest; PSUs handled per CIC terms . |
| COBRA | After-tax reimbursement of premiums during Severance Period . | After-tax reimbursement during 18-month CIC Severance Period . |
| Triggers | Without Cause or Good Reason . | Double-trigger (termination during CIC Period) . |
| Restrictive Covenants | Confidentiality, non-compete, non-solicit, non-disparagement; indemnification agreement also in place . |
Merger agreement treatment (Schwab acquisition signed Nov 5, 2025):
- Company RSUs convert into Schwab RSUs at an exchange ratio; PSUs convert into Schwab RSUs with performance conditions removed; RSU vesting accelerates on severance-qualifying termination within 12 months of closing; options are cashed out if in-the-money, otherwise canceled for no consideration .
Performance & Track Record
Forge operating and market metrics around Nevin’s tenure:
| Metric | 2022 | 2023 | 2024 | Q1 2025 |
|---|---|---|---|---|
| Revenues less transaction-based expenses ($000) | $68,900 | $69,390 | $78,655 | $25,104 |
| Adjusted EBITDA ($000) | $(46,851) | $(48,799) | $(43,677) | $(8,910) |
| Trading Volume ($000) | — | — | — | $692,391 |
| Marketplace revenue less TBE ($000) | — | — | — | $15,831 |
Pay-versus-performance (Company disclosure):
| Year | TSR: Value of Initial Fixed $100 | Net Loss ($mm) | Net Revenue ($mm) |
|---|---|---|---|
| 2024 | $9.21 | $66.33 | $78.70 |
| 2023 | $33.93 | $90.22 | $69.40 |
| 2022 | $17.11 | $111.86 | $68.90 |
Q1 2025 operational highlights: headcount 306; net take rate 2.3%; custodial accounts 2.51 million; AUC $17.6 billion .
Compensation Peer Group (Benchmarking)
Peer group used for fiscal 2024 decisions (approved Sep 2022): Alkami Technology; AppFolio; Asure Software; Boku; Clearwater Analytics Holdings; CoreCard; Digimarc; Ebix; eGain; Enfusion; Intapp; Latch; MarketAxess Holdings; MarketWise; Mitek Systems; nCino; Open Lending; Paya Holdings; Q2 Holdings; Tradeweb Markets .
Adjusted peer group for fiscal 2025 decisions (approved Aug 2024): Alkami Technology; Asure Software; Blend Labs; Boku; Cass Information; CoreCard; CS Disco; Digimarc; eGain; Enfusion; Expensify; MarketAxess Holdings; MarketWise; Mitek Systems; Open Lending; Paysign; Red Violet; Tradeweb Markets .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~89% in favor .
- 2025 say-on-pay failed: 1,608,396 For vs 4,453,130 Against, 257,446 Abstentions; plan amendment to increase evergreen/share pool also failed (1,192,664 For vs 4,868,295 Against) .
Equity Ownership & Alignment Details
| Topic | Company Policy |
|---|---|
| Clawback | Compensation recovery policy adopted, compliant with SEC/NYSE for erroneously awarded incentive-based comp . |
| ESPP/Equity Plan | 2022 Plan with evergreen; proposed 2025 amendment to raise evergreen to 4% and add 198,826 shares failed at 2025 AGM . |
| Plan-level CIC | If awards are not assumed by acquirer, time-based awards vest; performance awards may vest per administrator discretion/award terms . |
Risk Indicators & Red Flags
- Say-on-pay failure in 2025 indicates shareholder concern over pay design/outcomes; expect engagement and potential plan adjustments .
- Insider trading policy prohibits hedging/pledging, reducing alignment risk from collateralized holdings .
- CFO transition costs noted in Q1 2025 (operating loss excluding CFO transition costs narrower), signaling some reorganization expense in Nevin’s onboarding .
Investment Implications
- Pay-for-performance alignment appears reasonably tight: Nevin’s target bonus is fully at-risk (100% of salary) with equity eligibility; Company’s use of revenue and adjusted EBITDA with minimum thresholds in 2024 suggests discipline that likely continues into 2025 .
- Retention risk is moderated by robust severance economics and double-trigger CIC terms; post-merger treatment converts PSUs to RSUs and provides accelerated vesting on severance-qualifying termination, which should limit immediate selling pressure and support continuity through integration .
- Governance watchpoints: 2025 say-on-pay failure and defeat of plan amendment suggest investor pushback; expect revisions to metrics/mix or dilution policies. Nevin’s adherence to ownership guidelines (2x salary by 2029) and the anti-hedging/pledging policy support alignment, but future disclosures of his grants and ownership will be key for monitoring skin-in-the-game .
- Execution lens: Nevin’s deep data/index background (FTSE Russell, LSEG data assets) fits Forge’s push into pricing/data partnerships (ICE, Yahoo Finance), dovetailing with Q1 2025 revenue strength and volume expansion; continued progress on margin improvement (Adjusted EBITDA trajectory) will be a critical pay–performance linkage to track .