Alexander Shoghi
JAKKS PACIFICAbout Alexander Shoghi
Alexander Shoghi, age 43, has served as an independent director of JAKKS Pacific since December 18, 2015. He is a Portfolio Manager at Oasis Management; he joined Oasis in 2005 and founded/manages Oasis Capital in Austin (since early 2012). He previously worked at Lehman Brothers (2004–2005). The Board has designated him as the Audit Committee financial expert based on his investment experience . He currently chairs both the Audit and Compensation Committees and is a member of the Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oasis Management | Portfolio Manager | 2005–present | Investment expertise underpinning Audit Committee “financial expert” designation |
| Oasis Capital (Austin, TX) | Founder and Manager | Early 2012–present | Established U.S. presence, capital management experience |
| Lehman Brothers (NYC) | Analyst | 2004–2005 | Early finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oasis Management | Portfolio Manager | 2005–present | Private investment firm headquartered in Hong Kong |
| Oasis Capital | Founder/Manager | 2012–present | Austin-based investment entity |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Chair), Nominating .
- Audit Committee financial expert; Audit Committee composed of independent directors .
- Independence: The Board determined Mr. Shoghi is independent under Nasdaq rules .
- Attendance: All directors attended at least 75% of board/committee meetings in 2024; all then-serving directors attended the 2024 annual stockholder meeting .
- Executive sessions: Non-management and independent directors meet without management at least twice per year; at least one such independent-only meeting occurred in 2024 .
- Board/Committee meeting frequency (2024): Board ≥7; Audit 4; Compensation 3; Nominating 3; Cybersecurity 3 .
Fixed Compensation
| Component (Directors) | Policy | 2024 Amount |
|---|---|---|
| Annual retainer (cash) | $100,000 paid quarterly | $100,000 (policy) |
| Committee membership fee | $5,000 per committee | Per committee (policy) |
| Audit Chair fee | +$15,000 | $15,000 (policy) |
| Other Committee Chair fee | +$10,000 | $10,000 (policy) |
| Total cash earned – Alexander Shoghi (2024) | Actual reported | $135,000 |
Note: The fee schedule implies higher cash if all roles are compensated (retainer + 3 memberships + 2 chair roles), but the proxy reports $135,000 actual for 2024; no equity or meeting fees were disclosed for directors in 2024 .
Performance Compensation
| Metric | Structure | 2024 Director Application |
|---|---|---|
| Equity awards (RSUs/Options) | Not part of standard director pay in 2024 | None disclosed for directors |
| Performance-based metrics (TSR/EBITDA/Revenue/ESG) | Applied to executives, not directors | None disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Related-party |
|---|---|---|---|
| None disclosed | — | — | No related-party ties disclosed for Mr. Shoghi; related-party section references Meisheng and LaRose/Neilwantie Mahabir, not Oasis |
Expertise & Qualifications
- Finance/investment expertise (Portfolio Manager at Oasis; founder of Oasis Capital) supporting Audit Committee “financial expert” status .
- Educational background: B.S.B.A. in Finance and International Business from Georgetown University .
- Long-tenured independent director (since 2015) with dual chair roles (Audit and Compensation), indicating strong governance involvement .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Alexander Shoghi | 12,564 | <1% | Shares issued under the 2002 Plan |
| Director ownership guidelines | Must hold ≥2x average cash stipend from prior two years | Policy example: $218,958 minimum holding for 2025 | Board policy; example calculation in proxy |
| Pledging/Hedging | Not disclosed | — | No pledging disclosed for Mr. Shoghi |
Approximate value context: Using the $28.15 closing price on Dec 31, 2024, Mr. Shoghi’s 12,564 shares equate to roughly $353,102, indicating potential compliance with the guideline example; this is analytical context only, as compliance status is not explicitly reported .
Governance Assessment
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Strengths:
- Independent director with deep finance background and designated Audit Committee financial expert; chairs Audit and Compensation—key oversight levers for financial reporting and pay practices .
- Documented attendance and engagement (75%+; annual meeting participation), and Board conducts regular executive sessions, including independent-only meetings .
- Director compensation is cash-based with explicit minimum shareholding requirement, promoting ownership alignment; beneficial ownership disclosed .
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Watch items:
- Concentration of roles: Chairing both Audit and Compensation may create workload concentration; Board should ensure appropriate bandwidth and periodic rotation to mitigate single-point oversight risk .
- External affiliations: As a portfolio manager at Oasis, ongoing monitoring of potential conflicts is prudent (e.g., trading in JAKKS securities or dealings with suppliers/customers), though no related-party transactions are disclosed for Mr. Shoghi and the Company’s Code of Conduct requires conflict disclosure and review .
- Board context: Presence of a major shareholder (Lawrence Rosen at 17.1%) and a director affiliated with his company (Mahabir/LaRose) underscores the importance of independent committee leadership and robust conflict oversight; no other business relationships with Rosen/LaRose are disclosed beyond ownership .
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Signals affecting investor confidence:
- Independence and financial expertise with strong committee leadership are positive for audit quality and pay governance .
- Clear director pay policy and ownership requirements support alignment; actual cash compensation disclosed; no director equity grants in 2024 reduces potential pay complexity .
- Board maintains a resignation policy for sub-majority vote outcomes and conducts independent sessions; overall governance frameworks and clawback policy implemented for executives (broader governance signal) .
RED FLAGS: None explicitly disclosed for Mr. Shoghi (no related-party transactions, no pledging/hedging, no delinquent filings); all Forms 3/4/5 were timely filed in 2024 .