Kelly Rodriques
About Kelly Rodriques
Kelly Rodriques, 61, is Chief Executive Officer and a Class III director of Forge Global Holdings, Inc. (FRGE); he has served as CEO and director since the March 2022 business combination, and as CEO of Forge Global, Inc. since July 2018. He holds a B.S. in Education from California State University, Fresno . Pay-versus-performance disclosure shows net revenue of $68.90m (2022), $69.40m (2023), and $78.70m (2024), with cumulative TSR value of an initial $100 investment at $17.11 (2022), $33.93 (2023), and $9.21 (2024), and net losses of $111.86m (2022), $90.22m (2023), and $66.33m (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forge Global, Inc. | Chief Executive Officer | July 2018–present | Led company through SPAC combination and scaling of private markets platform |
| Forge Global Holdings, Inc. | CEO and Director | March 2022–present | Public company leadership and board service |
| PENSCO Trust Company | Chief Executive Officer | Mar 2010–Sep 2016 | Led self-directed IRA custodian; fintech operating leadership |
| Operative Capital | Managing General Partner | Sep 2016–present | Early-stage investor in fintech companies |
| Ignition Growth Capital | Operating Partner | Oct 2006–Jan 2010 | Led investment in mFoundry, a leading mobile banking software company |
| Totality | Chief Executive Officer | 2002–2006 | Technology services CEO experience |
| Novo | Chief Executive Officer | 1994–2002 | Early operating executive leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Operative Capital | Managing General Partner | Since Sep 2016 | Early-stage fintech investor; related beneficial ownership noted via Operative LP warrants |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 575,000 | 575,000 | 575,000 |
| Target Bonus (%) | — | 150% | 150% |
| Target Bonus ($) | — | 862,500 | 862,500 |
| Actual Cash Incentive ($) | 8,949,822 | 746,862 | 771,938 (portion paid in fully vested RSUs of $89,420) |
Notes:
- 2024 bonus payouts for NEOs ranged 87–94% of target based on revenue and Adjusted EBITDA plus individual performance; Kelly’s bonus paid at 89.5% of target .
- Perquisites: corporate housing allowance related to NYC travel approved by the Board; $107,000 plus related tax liability in 2024 .
Performance Compensation
Cash Bonus Framework (FY 2024)
| Component | Metric | Target | Actual | Payout / Outcome | Vesting/Settlement |
|---|---|---|---|---|---|
| Company Performance (50% of bonus) | Revenue (ex-TBE) | $84.9m | $78.7m | Revenue Attainment % factored into 96% Company Performance Percentage | Cash plus a portion in fully vested RSUs granted Feb 2025 |
| Company Performance (50% of bonus) | Adjusted EBITDA | $(40.3)m | $(40.8)m | Adjusted EBITDA Percentage factored into 96% Company Performance Percentage | Cash plus a portion in fully vested RSUs granted Feb 2025 |
| Individual Performance | Strategic goals | — | Assessed by Comp Comm/Board | Kelly payout at 89.5% of target ($771,938) | Cash/RSUs per above |
PSU Structure (FY 2024 Grants; certified in 2025)
| Element | Target | Threshold | Actual Outcome | Eligible PSUs | Vesting |
|---|---|---|---|---|---|
| Kelly PSUs (granted 4/15/2024) | 44,117 shares | 75% achievement required | Company Performance Percentage 96% (Revenue $78.7m; Adj. EBITDA $(40.8)m) | 42,352 shares | 1/3 on certification; remaining in 24 equal monthly installments |
CEO RSU Award (6/15/2023; market-based tranches)
| Tranche | Stock Price Hurdle | Shares Eligible | Status at 12/31/2024 |
|---|---|---|---|
| Tranche 1 | $60.00 (20-day trailing average) | 40,893 | Not vested at FYE 2024 (no hurdle achievement in severance valuation) |
| Tranche 2 | $120.00 (20-day trailing average) | 55,146 | Not vested at FYE 2024 |
| Tranche 3 | $180.00 (20-day trailing average) | 59,896 | Not vested at FYE 2024 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 15, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Kelly Rodriques | 343,505 | 2.71% | Includes 325,890 direct; 4,651 via IRA; warrants to purchase 60 shares directly and 418 via IRA; 10,814 RSUs vesting within 60 days; plus 1,672 warrants via Operative Capital LP where he is a managing member of the ultimate GP (disclaims beneficial ownership except to pecuniary interest) |
Outstanding and Unvested Awards (as of 12/31/2024)
| Award | Shares/Units | Notes |
|---|---|---|
| PSUs (FY 2024 award) | 42,352 eligible based on 96% achievement | |
| RSUs (2/29/2024 grant) | 33,244 unvested units | |
| CEO RSU Award (market-based) | 155,935 unvested units | |
| RSUs (4/24/2023) | 20,061 unvested units |
Alignment Policies
- Stock ownership guidelines: CEO required to hold at least 5x base salary; compliance assessed annually beginning Dec 31, 2029; executives are currently compliant or in phase-in period .
- Hedging and pledging prohibited; no margin accounts permitted under Insider Trading Policy .
- Compensation recovery (clawback) policy adopted in compliance with SEC/NYSE .
- No 280G/4999 tax gross-ups; no nonqualified deferred comp; 401(k) with matching .
Employment Terms
Key Contract Economics (Amended & Restated 6/21/2023; “Rodriques Agreement”)
- Term: Fixed 3-year term with automatic 6-month extensions so remaining term stays between 2.5–3.0 years unless notice of non-extension is given .
- Severance (non-CIC): Lump sum salary for remainder of Term; plus 3x the greater of average last three annual bonuses or the last annual bonus; 18 months continuation coverage; equity acceleration (100% for time-based awards; performance awards certified post period and fully vest upon certification; CEO RSU Award governed by its own terms) .
- Severance (CIC period): 3x base salary; plus 3x the greater of (i) average last three annual bonuses, (ii) last annual bonus pre-CIC, or (iii) last annual bonus pre-termination; continuation coverage; equity treatment as per non-CIC (CEO RSU governed by its own terms) .
Illustrative Severance Values at 12/31/2024 (Company-calculated)
| Scenario | Salary Severance ($) | Bonus Severance ($) | Continued Benefits ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination (non-CIC) | 1,725,000 | 2,315,814 | 38,568 | 1,887,154 | 5,966,536 |
| Qualifying Termination (CIC) | 1,725,000 | 2,315,814 | 38,568 | 1,887,154 | 5,966,536 |
Other Terms
- Equity vesting schedules: RSUs vest in 36 equal monthly installments starting 2/1/2024; PSUs vest 1/3 at certification and remaining in 24 equal monthly installments .
- Perquisites: Temporary corporate housing allowance in 2023–H1 2024 approved by Board; discontinued thereafter .
Board Governance
- Board service: Class III director; Director since 2022; current term expires at 2025 annual meeting; up for election for term ending 2028 .
- Leadership: Company currently does not have a Board Chair; Lead Independent Director is Asiff Hirji, who presides over independent sessions and serves as liaison with CEO .
- Independence: Majority-independent Board; CEO is not independent; independent directors affirmed (Chrapaty, Hirji, Kumar, Leibowitz, McDonald, Vogel) .
- Committees and attendance: Board met 8 times in 2024; Audit 7; Compensation 5; Nominating & Corporate Governance 4; Risk 4; each director attended at least 75% of meetings . Committee memberships include: Audit (Vogel—Chair; Kumar; McDonald), Compensation (Vogel—Chair; Chrapaty; Leibowitz), Nominating & Corporate Governance (Hirji—Chair; Leibowitz; Vogel), Risk (Kumar—Chair; Chrapaty; McDonald) .
- Director compensation: CEO receives no additional compensation for service as director; non-employee director compensation policy provides cash retainers and RSUs; outside director totals disclosed for FY 2024 .
Director Compensation (Board-level context)
- Non-Employee Director cash retainers: Board $35,000; Lead Independent $16,500; Committee chairs/members per committee ranges ($4,000–$20,000) .
- Equity: Initial RSU grant $240,000 grant-date fair value; Annual RSU $170,000, pro-rated for new directors; full acceleration upon Sale Event .
- Annual compensation limit: $1,000,000 first year; $750,000 subsequent years .
- CEO: No director compensation beyond executive pay .
Compensation Peer Group and Say-on-Pay
- Compensation peer group: Initial peer set (2022) included Alkami, AppFolio, MarketAxess, Tradeweb, etc.; updated in Aug 2024 for FY 2025 decisions by removing AppFolio, Clearwater Analytics, Ebix, Intapp, Latch, nCino, Paya, Q2; adding Blend Labs, Cass Information, CS Disco, Expensify, Paysign, Red Violet .
- Targeting: Committee does not target a specific percentile; considers market data, performance, and strategic needs .
- Say-on-Pay: 2024 approval ~89% of votes cast; cadence annually per prior shareholder preference .
Performance & Track Record
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Revenue ($m) | 68.90 | 69.40 | 78.70 |
| Net Loss ($m) | 111.86 | 90.22 | 66.33 |
| TSR value of $100 (cumulative) | 17.11 | 33.93 | 9.21 |
Highlights and context:
- 2024 incentive metrics expanded to include Adjusted EBITDA alongside revenue to reflect profitability focus; Company Performance Percentage certified at 96% .
- Executive equity grants emphasize RSUs and PSUs; thresholds set to at least 75% performance for PSUs; CEO has additional market-based RSU award requiring sustained stock price hurdles .
Vesting Schedules and Insider Selling Pressure
- Ongoing monthly RSU vesting: RSUs from 2/29/2024 vest over 36 months; PSUs vest over 24 months following certification (1/3 upfront), creating periodic supply as awards settle; Kelly’s 2024 RSUs: 33,244 unvested at 12/31/2024; PSUs eligible: 42,352 .
- Hedging/pledging prohibited, reducing potential forced selling risk; stock ownership guidelines impose accumulation targets (5x salary for CEO) .
Related Party Transactions / Conflicts
- Beneficial ownership table notes warrants held via Operative Capital LP where Mr. Rodriques is a managing member of the ultimate GP and disclaims beneficial ownership except to pecuniary interest .
- Board independence assessment addressed a consulting agreement with director Larry Leibowitz and concluded no impediment to independent judgment; no interlocks on the Compensation Committee .
Equity Ownership Guidelines and Compliance
- CEO ownership requirement: 5x base salary; assessment begins Dec 31, 2029; executives/directors are currently compliant or in phase-in period .
Employment Agreements – Change-of-Control and Severance Design
- Non-CIC severance: remainder-of-Term salary (lump sum), 3x bonus (best of measures), equity acceleration (time-based fully; performance post-certification), 18 months benefits .
- CIC severance: 3x salary; 3x bonus (best of measures), continuation coverage; CEO RSU Award governed by its own price-hurdle terms .
- Estimated totals at FYE 2024: $5.97m in both non-CIC and CIC scenarios (Company’s illustrative valuation) .
Board Service History and Dual-Role Implications
- Dual role: CEO and director; Board has a Lead Independent Director (Hirji) and a majority of independent directors, with executive sessions and committee independence — mitigating governance concerns from CEO board service; Company currently has no Board Chair .
- Committee roles: CEO is not listed as a member of standing committees; all Audit, Compensation, Nominating & Corporate Governance, and Risk Committees comprised of independent directors .
Investment Implications
- Pay-for-performance alignment improved with PSU thresholds and addition of Adjusted EBITDA; 2024 PSUs certified at 96%, supporting equity-based retention but creating steady vesting supply that could pressure float in periods of low liquidity .
- Golden parachute exposure is high (3x salary and 3x bonus, full acceleration for time-based and post-period certification for performance awards) — a potential overhang if strategic alternatives arise, but clawback policy, hedging/pledging prohibitions, and ownership guidelines support shareholder alignment .
- CEO’s market-based RSU hurdles ($60/$120/$180) tie significant upside to sustained TSR, but were not achieved by 12/31/2024; combined with TSR downtrend by end-2024, this structure signals management commitment to long-term value creation rather than short-term pay capture .
- Strong governance mechanics (lead independent director, independent committees, annual say-on-pay with 89% approval) reduce independence concerns from CEO-director dual role, while severance terms warrant monitoring for deal-related dilution and payout sensitivity .