Jeffrey J. Guzy
About Jeffrey J. Guzy
Jeffrey J. Guzy is an independent director of Leatt Corporation, serving on the board since April 2007. As of the 2025 record date he is 74 years old, with advanced degrees including an MBA in Strategic Planning & Management (Wharton), an M.S. in Systems Engineering (University of Pennsylvania), a B.S. in Electrical Engineering (Penn State), and a Certificate in Theology (Georgetown). He previously served as President of Leatt from October 2007 to August 2010 and is designated the board’s “audit committee financial expert,” reflecting deep finance and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leatt Corporation | President | Oct 2007 – Aug 2010 | Executive leadership; subsequent designation as audit committee financial expert |
| IBM Corp.; Sprint International; Bell Atlantic Video Services; Loral CyberStar; FaciliCom International | Executive manager roles | Not disclosed | Senior operating and business development roles; U.S. capital markets experience |
External Roles
| Organization | Exchange | Role | Committees |
|---|---|---|---|
| CoJax Oil & Gas Corporation | OTC: CJAX | Chairman & CEO | N/A |
| Capstone Industries | OTC: CAPC | Independent Director | Audit Committee Chair |
| Purebase Corporation | OTC: PUBC | Independent Director | Audit Committee Chair |
| Blue Star Foods Corporation | NASDAQ: BSFC | Independent Director | Audit Committee Chair; Corporate Governance Committee Chair |
Board Governance
- Committee Assignments: Chair of the Audit Committee and Chair of the Compensation Committee; both committees comprise Mr. Guzy and CEO/CFO Sean Macdonald, with only Mr. Guzy deemed “independent” under NASDAQ Marketplace Rules .
- Financial Expert: The board designates Mr. Guzy as the “audit committee financial expert” per Item 407(d) of Regulation S‑K .
- Independence: The board determined Mr. Guzy is an “independent director” under NASDAQ rules and SOX Section 301 .
- Attendance: In 2024, the board held 4 meetings and acted by written consent 4 times; Audit and Compensation Committees acted by consent 4 times. Each director attended at least 75% of board and applicable committee meetings. In 2023, the board held 4 meetings and acted by consent 3 times; committees acted by consent 5 times; each director attended at least 75% .
- Board Size and Tenure: Three directors; Mr. Guzy has served since April 2007 .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Director Fees Earned (Annual, $) | 24,000 | 24,816 | N/A |
| Monthly Director Fee ($) | 2,000 | 2,068 | 2,128 (effective Jan 1, 2025) |
| Meeting Fees | Not disclosed | Not disclosed | Not disclosed |
| Committee Chair Fees | Not disclosed | Not disclosed | Not disclosed |
- Narrative: Company may adopt a policy of paying fees for attendance at board/committee meetings in future; currently reimburses travel expenses .
Performance Compensation
| Instrument | Grant Date | Shares/Options | Strike/Terms | Vesting | Fair Value |
|---|---|---|---|---|---|
| Restricted Stock (Director) | 12/21/2023 | 1,000 shares | N/A | 100% vested on 12/22/2023 | $9,380 stock awards in 2023 (director comp) |
| Stock Options (2011 Plan) | 02/25/2019 | 15,000 options | $2.30; expires 02/24/2029 | 30% vested 02/25/2019; 20% vested 02/25/2020; 20% vested 02/25/2021; 30% vested 02/25/2022 (fully vested) | Not disclosed |
- Performance Metrics tied to Director Compensation: None disclosed; director equity awards are time-based, not performance-linked .
Other Directorships & Interlocks
| Company | Relationship to LEAT | Potential Interlock/Conflict |
|---|---|---|
| CoJax Oil & Gas; Capstone Industries; Purebase; Blue Star Foods | No disclosed customer/supplier ties to LEAT | No related-party transactions involving Mr. Guzy disclosed in proxy |
Expertise & Qualifications
- Strategic planning, systems engineering, finance and U.S. capital markets; prior executive leadership and entrepreneurial roles .
- Board “financial expert” designation and NASDAQ financial sophistication .
Equity Ownership
| As-of Date | Direct Common Shares | Vested Options | Total Beneficial Ownership | % of Common Outstanding |
|---|---|---|---|---|
| Mar 4, 2024 | 56,717 | 15,000 (exercisable) | 71,717 | 1.15% |
| Mar 18, 2025 | 56,717 | 15,000 (exercisable) | 71,717 | 1.15% |
- Pledging/Hedging: Not disclosed in proxy .
- Ownership Guidelines: Not disclosed .
Governance Assessment
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Strengths:
- Independent director with audit committee financial expert designation; chairs Audit and Compensation Committees .
- Solid engagement: at least 75% attendance; long-tenured knowledge of LEAT’s operations and capital markets .
- Meaningful ownership (71,717 shares incl. vested options) aligning incentives with shareholders .
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Concerns and RED FLAGS:
- Committee Independence: Audit and Compensation Committees each have two members—only Mr. Guzy is independent; CEO/CFO Sean Macdonald sits on both committees. This concentration may weaken independent oversight and is atypical versus best practice, especially for audit/compensation independence requirements .
- Related-Party Transactions Oversight: Material related-party payments to the founder (royalties to Xceed Holdings and consulting fees to Innovation Services Limited) require robust audit committee scrutiny; while Mr. Guzy chairs the committee, the presence of management on the committee may present perceived conflicts in review/approval .
- Director Compensation Structure: Cash retainer modest; equity grants minimal and time-based without performance conditions, offering limited pay-for-performance signals for directors .
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Net View: Mr. Guzy’s independence, financial expertise, and ownership are positives. The primary governance risk is committee structure with only one independent member and management on audit/comp—investors may seek commitments to expand the board and fully independent committee composition to enhance oversight .