Murray G. Smith
About Murray G. Smith
Independent director of Golden Matrix Group (GMGI), age 54, serving on the Board since August 2020. A licensed CPA (Oregon) and Certified Fraud Examiner with 28+ years in accounting/finance leadership across public companies; holds a BA in Business Administration (Accounting), University of Washington (1993). Currently chairs GMGI’s Audit Committee and is designated the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGS Consulting, LLC | Principal (financial process improvement, SOX, internal audit outsourcing) | Mar 2008–present | Advisory/consulting practice founder |
| Complete Freedom Beverage, LLC (d/b/a Cascadia Can Company) | President & Founder | Jun 2020–present | Built aluminum can brokering/mobile canning services |
| Eastside Distilling, Inc. (NASDAQ:EAST) | Divisional CFO & Corporate Controller (Craft Canning + Bottling) | Oct 2016–Sep 2020 | Division finance leadership at Nasdaq issuer |
| Genesis Financial, Inc. (OTC) | Chief Financial Officer | Feb 2018–Mar 2019 | Fintech CFO; public-company reporting |
| Jewett-Cameron Trading Co. (NASDAQ:JCTCF) | Chief Financial Officer | Sep 2009–Jun 2015 | Public-company CFO |
| Paulson Capital Corp. (NASDAQ:PLCC) | Chief Financial Officer | 2006–2014 | Co-led reverse merger, SEC/Nasdaq/FINRA navigation, $10M liquidating trust |
| Intel; Arthur Andersen; Allegheny Teledyne | Accounting/Consulting/Internal Audit | Prior roles | Early career in accounting/audit |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| MGS Consulting, LLC | Principal | Private | Ongoing consultancy |
| Complete Freedom Beverage, LLC (Cascadia Can Company) | President & Founder | Private | Operating role since 2020 |
Board Governance
- Committee assignments (2025): Audit Committee (Chair); Compensation Committee (Member); Nominating & Corporate Governance (not assigned). Board determined Smith is independent under Nasdaq and Rule 10A‑3 and designated him the “audit committee financial expert.”
- Attendance/engagement: In 2024, all directors (including Smith) attended ≥75% of aggregate Board and committee meetings; all directors attended the Oct 7, 2024 annual meeting. Independent directors hold executive sessions from time to time.
- Board context: GMGI is a “controlled company” under Nasdaq rules; Series C Preferred holders may appoint up to two directors. A Jan 29, 2025 Amended and Restated Nominating & Voting Agreement governs composition; it permits Series C-appointed directors to share confidential information with the Meridian Sellers.
Fixed Compensation
| Component | Amount/Terms | Period/Date |
|---|---|---|
| Cash fees (non-exec director) | $77,500 (fees earned) | Year ended Dec 31, 2024 |
| Monthly board retainer (independent directors) | $5,000/month through May 2024; increased to $7,500/month effective June 1, 2024 | Effective June 1, 2024 |
| Meeting fees | Not disclosed | — |
| Committee chair/member fees | Not disclosed | — |
Performance Compensation
| Award/Metric | Terms | Target(s) | Outcome/Impact |
|---|---|---|---|
| Performance RSUs (Director) | 50,000 RSUs outstanding at 12/31/2024, vest 50% upon meeting FY2024 revenue and Adjusted EBITDA targets; service condition applies | FY2024 Revenue: $48,591,457; FY2024 Adjusted EBITDA: $2,637,004 | FY2024 targets were met; 50% of Smith’s Performance RSUs (25,000) vested subsequent to 12/31/2024 |
| Stock options (legacy) | Options to purchase 100,000 shares at $2.67 per share; fully vested and exercisable within 60 days of record date | Exercise price: $2.67 | Vested; exercisable within 60 days (expiration not disclosed) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Smith; the proxy states no directors (other than the CEO) simultaneously serve on other SEC-reporting company boards.
- Compensation Committee interlocks: None reported.
Expertise & Qualifications
- CPA (Oregon); Certified Fraud Examiner; prior FINRA Series 7, 27, 66 licenses.
- Designated GMGI “audit committee financial expert.”
- Public-company CFO experience (NASDAQ/EAST, JCTCF, PLCC) and transaction leadership (reverse merger, SEC/Nasdaq/FINRA processes).
Equity Ownership
As of the Record Date (Sept 15, 2025) unless noted.
| Item | Amount/Detail | Notes |
|---|---|---|
| Beneficial ownership (common + derivatives exercisable ≤60 days) | 225,000 shares | Under 1% of outstanding common stock (beneficial ownership % marked “*” = <1%) |
| Options (exercisable) | 100,000 options at $2.67 | Vested; included in beneficial ownership; exercisable within 60 days |
| RSUs outstanding (12/31/2024) | 50,000 RSUs | Performance-linked; vesting based on FY2024 metrics (met) and service |
| Ownership guidelines | Company has no equity ownership policy at this time | No director-specific guidelines disclosed |
| Anti-hedging/pledging policy | Derivative hedging prohibited; pledging/margin restricted | Company-wide insider trading policy |
Governance Assessment
-
Positives:
- Strong financial oversight credentials (Audit Chair; SEC-designated financial expert) support board effectiveness in controls, reporting, and related-party review.
- Independence affirmed under Nasdaq and Rule 10A‑3; attendance threshold met and AGM participation noted, indicating engagement.
- Pay structure mixes cash retainer with performance-linked equity (RSUs tied to revenue and Adjusted EBITDA), aligning director incentives with operating goals; FY2024 targets were met and partial vesting occurred.
-
Watch items / potential governance risks (contextual):
- Controlled company status and Series C director appointment rights concentrate influence; the Voting Agreement allows Series C-appointed directors to share confidential information with controlling holders, which may raise information asymmetry concerns despite independent committee structures.
- No stock ownership guidelines for directors; while anti-hedging/pledging restrictions exist, absence of minimum ownership requirements may limit long-term alignment signals.
-
No Smith-specific red flags identified in the proxy: no related-party transactions or interlocks disclosed for Smith; Compensation Committee interlocks reported as none.