Greg LeClaire
About Greg LeClaire
Greg LeClaire is an independent director of Live Ventures (appointed July 2, 2025) and was simultaneously appointed to all three standing committees; he is designated an audit committee financial expert and meets NASDAQ and SEC heightened independence standards for audit committees . He previously served on Live Ventures’ board (2008–2014) including as Audit Committee Chair and Compensation Committee member, and advised the Board and Audit Committee from November 2020 until his 2025 appointment . LeClaire holds an M.S. in Management from Stanford Graduate School of Business and a B.S. in Accounting from the University of Utah, and brings deep finance, SEC reporting, SOX compliance, budgeting and financial management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Live Ventures | Independent Director | May 2008 – Jan 2014 | Audit Committee Chair; Compensation Committee member |
| Live Ventures | Advisor to Board & Audit Committee | Nov 2020 – Jul 2025 | Advised governance/financial reporting oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Muso, Inc. (global healthcare nonprofit) | Chief Financial Officer | Nov 2019 – present | Finance/SEC/SOX experience |
| By the Bay Health, Inc. | Director; Finance Committee member | Dec 2020 – Jun 2025 | Nonprofit governance/finance oversight |
Board Governance
- Current committee assignments: Audit; Compensation; Governance & Nominating (appointed to each standing committee effective July 2, 2025) .
- Independence and expertise: Board determined he is independent under NASDAQ 5605(a)(2); meets Rule 10A-3 and NASDAQ 5605(c)(2) heightened audit independence; designated “audit committee financial expert” and “financially literate” .
- Board leadership: CEO (Jon Isaac) also serves as Chair; the Board does not have a Lead Independent Director .
- Annual meeting results (context for governance climate): 2025 say-on-pay approved; stockholders favored triennial frequency for say-on-pay .
Fixed Compensation
| Component | Amount/Terms | Source/Notes |
|---|---|---|
| Standard non-employee director cash retainer | $30,000 annually ($2,500/month) | FY2024 Director Compensation table shows $30,000 cash per director; no separate meeting fees |
| Meeting fees | None paid | “None of our directors received separate compensation for attending meetings” |
| Greg LeClaire eligibility | Eligible to receive cash compensation consistent with non-employee directors | Appointment 8-K references Proxy program |
Performance Compensation
| Element | Terms | Notes |
|---|---|---|
| Equity awards (RSUs/Options) to directors | None reported for FY2024 | Director Stock Awards and Option Awards columns were zero/not reported |
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Muso, Inc. | Nonprofit | CFO | No Live Ventures disclosed related-party transactions with LeClaire |
| By the Bay Health, Inc. | Nonprofit | Director; Finance Committee | Ended June 2025 |
| Live Ventures (prior) | Public | Director (2008–2014) | Historical service; former Audit Chair |
Expertise & Qualifications
- Audit/financial: Audit committee financial expert; financially literate; extensive experience in finance/accounting, SEC reporting, SOX compliance, budgeting and financial management .
- Education: M.S. in Management (Stanford GSB); B.S. in Accounting (University of Utah) .
- Executive background: CFO of NASDAQ-listed and private companies; CFO of Muso since 2019 .
Equity Ownership
| Filing | Date (Trans./Filing) | Title of Security | Amount Owned | Ownership Form | Holder/Note |
|---|---|---|---|---|---|
| Form 3 (initial statement) | Jul 2, 2025 / Jul 18, 2025 | Common Stock | 750 | Indirect | By LeClaire LLC (SEC link: https://www.sec.gov/Archives/edgar/data/1045742/000162828025035378/0001628280-25-035378-index.htm) |
- No related-party transactions disclosed for LeClaire; no family relationships with officers/directors .
- Company outstanding shares reference point (context): 3,076,802 common shares outstanding as of May 9, 2025 (not specific to LeClaire’s filing) .
Governance Assessment
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Strengths
- Independent appointment with finance depth; audit committee financial expert, immediately added to all key committees—bolsters oversight in a complex governance environment .
- No related-party ties and no family relationships—reduces conflict risk for an audit-focused director .
- 2025 shareholder votes supportive of executive pay program and triennial say-on-pay cadence, suggesting generally constructive investor sentiment .
-
Concerns and context for investors
- RED FLAG: CEO is also Board Chair and there is no Lead Independent Director—weakens independent counterbalance and could affect board effectiveness .
- RED FLAG: Highly concentrated control—Jon Isaac/ICG beneficially own ~51.2% of outstanding stock; substantial related-party financing arrangements (ICG loans and revolver; other insider-linked notes) heighten conflict oversight needs .
- RED FLAG: Ongoing SEC civil litigation against the company and certain officers related to 2016–2018 reporting and disclosures underscores the importance of strong audit oversight; LeClaire’s audit expertise is a positive mitigant, but case status remains pending (summary judgment motions filed Oct 2024) .
- Alignment signal: Director pay is cash-only with no routine equity component reported in FY2024, which may limit director-shareholder alignment versus equity-heavy structures common at peers .
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Implications
- LeClaire’s finance/audit profile and independence are positives for audit rigor and committee workload. However, board-structure risks (combined Chair/CEO; no LID) and pervasive related-party financing elevate the importance of robust committee oversight where LeClaire will play a central role .