Thomas E. McChesney
About Thomas E. McChesney
Independent director of Golden Matrix Group (GMGI). Age 79, first appointed April 2020; re‑nominated for the 2025–2026 term. Former long‑tenured public company director (TrueBlue Inc., NYSE: TBI) with deep finance, capital markets, and compensation oversight experience; prior service includes Chair of TrueBlue’s Compensation Committee and Audit Committee member. Currently serves on the board of private tech company SWAG’R Inc. (since May 2024). Independence affirmed by GMGI’s Board under Nasdaq rules. Tenure at GMGI: ~5.5 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TrueBlue Inc. (NYSE: TBI) | Director | 1995 – Mar 2016 | Former Chair, Compensation Committee; former member, Audit Committee |
| Paulson Investment Company | Senior VP & Syndicate Manager; later President | 1980 – 1995 | Led syndicate; investment banking leadership |
| Blackwell Donaldson Company | Director of Investment Banking | 1998 – 2005 | Investment banking leadership |
| Nations Express Incorporated | Director | 2004 – 2009 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SWAG’R Inc. (private) | Director | Since May 2024 | Early‑stage tech company |
| Public company boards (current) | — | — | GMGI discloses no current public‑company directorships for directors other than CEO Goodman |
Board Governance
- Independence: Board determined McChesney is independent under Nasdaq and Exchange Act Rule 10A‑3 standards. GMGI’s three standing committees are composed solely of independent directors.
- Committee assignments and roles:
- Audit Committee – Member
- Compensation Committee – Chair
- Nominating & Corporate Governance Committee – Member
- Attendance and engagement: In 2024, the Board held two formal meetings; all directors attended at least 75% of Board and committee meetings, and all directors attended the Oct 7, 2024 annual meeting. Independent directors meet in executive session from time to time.
- Board leadership and control context: GMGI is a “controlled company” under Nasdaq rules due to the Meridian Sellers’ majority voting power, yet elects to maintain a majority‑independent board and independent committees. Series C Preferred holders retain rights to appoint two directors and chair Nominating & Governance (currently William Scott, with McChesney as the other member), pursuant to an Amended and Restated Voting Agreement. Potential influence and information‑sharing allowances to Meridian Sellers are noted.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $77,500 | Independent director retainers increased from $5,000/month to $7,500/month effective June 1, 2024; McChesney’s 2024 cash fees total $77,500 |
| Committee/Chair fees | Not separately disclosed | GMGI pays monthly cash and may grant equity “from time to time”; no per‑meeting fees disclosed |
| Other cash/benefits | None disclosed | No meeting fees or perquisites reported for directors (>$10k threshold not met) |
Performance Compensation (Director)
| Instrument | Grant/Status | Quantity/Terms | Performance Metrics | Vesting/Other |
|---|---|---|---|---|
| Stock awards (RSUs) | Outstanding as of 12/31/2024 | 50,000 RSUs held by McChesney | Not specified for McChesney | Outstanding balance only reported; no 2024 grant value for McChesney |
| Option awards | Outstanding as of 12/31/2024 | 60,000 options | — | Outstanding balance reported; strike/expiration not disclosed in 2025 proxy |
Note: William Scott (Chair) received 50,000 RSUs on May 9, 2024 with performance conditions (Revenue and Adjusted EBITDA for FY2024) that have vested; McChesney had no 2024 stock award reported. This illustrates use of performance‑conditioned director equity in select cases.
Other Directorships & Interlocks
- Compensation Committee interlocks: None—committee consists of independent directors, and no GMGI executives sat on other companies’ comp committees in 2024.
- Current public‑company interlocks: None disclosed for McChesney.
- Prior public board: TrueBlue Inc. (NYSE), 1995–2016 (Comp Chair; Audit member).
Expertise & Qualifications
- Capital markets/investment banking leadership (Paulson; Blackwell Donaldson), public‑company compensation oversight (Comp Committee Chair), and audit familiarity (Audit Committee member). The Board cites his financial and entrepreneurial experience and prior public board service as qualifications.
Equity Ownership
| Metric | As‑of Date | Amount |
|---|---|---|
| Common shares beneficially owned | Sep 15, 2025 (record date) | 273,710; under 1% of common shares outstanding |
| Total voting shares attributed | Sep 15, 2025 | 273,710; under 1% of total 155,325,578 voting shares |
| Series B / Series C Preferred | Sep 15, 2025 | None |
| RSUs outstanding (director) | Dec 31, 2024 | 50,000 RSUs |
| Stock options outstanding (director) | Dec 31, 2024 | 60,000 options |
| Ownership guidelines | Policy status | GMGI discloses it does not have a director/exec equity ownership policy at this time |
| Hedging/pledging policy | Policy status | Anti‑hedging policy; pledging or margin use prohibited unless pledgor has clear financial capacity to repay without resort to pledged securities |
Governance Assessment
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Strengths
- Independent director with robust compensation and audit oversight history; currently chairs GMGI’s Compensation Committee and serves on Audit and Nominating & Governance—key levers for pay, financial reporting risk, and board refreshment.
- Attendance and engagement met thresholds (≥75% in 2024; present at 2024 annual meeting).
- Anti‑hedging and restricted pledging policies reduce alignment risks; independent committee structure maintained despite controlled‑company status.
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Watch items / potential red flags (context for investor confidence)
- Controlled‑company dynamics and Series C appointment rights can concentrate influence; the Voting Agreement grants a Meridian‑appointed independent (William Scott) the chair of Nominating & Governance and permits certain confidential information sharing with Sellers—monitor for independence in nominations and strategy.
- No director/exec stock ownership guidelines—reduced formal “skin‑in‑the‑game” requirements relative to best practices; consider actual holdings (McChesney under 1%).
- Low formal board meeting count in 2024 (two), albeit supplemented by actions via unanimous written consents; track cadence post‑Meridian integration.
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Conflicts and related‑party exposure
- GMGI’s Related Party Transactions section lists numerous transactions involving executives and Meridian Sellers; McChesney is not identified in that section—no related‑party dealings disclosed for him.
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Director compensation structure (signals)
- Cash retainer increased mid‑2024 to $7,500/month; McChesney received cash only in 2024 with RSUs/options outstanding from prior awards—balanced but limited performance link disclosed for him specifically.
- No separate committee chair fees disclosed; monitor for future alignment and any adoption of performance‑conditioned director equity (used for Chair Scott in 2024).
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Independence, attendance, and engagement summary
- Independent under Nasdaq; Chair of Comp, member Audit and N&G; ≥75% attendance; attends annual meetings. Overall governance profile supportive, subject to controlled‑company overlay and absence of ownership guidelines.
No insider trading table is included here because the 2025 proxy does not summarize Form 4 activity, and no transactions for McChesney are disclosed in the proxy. If desired, I can pull Form 4 filings separately for a transaction log.