Jon Isaac

About Jon Isaac

Jon Isaac, 41, is President, Chief Executive Officer, and Chairman of Live Ventures Incorporated; he has served as a director since December 2011 and as CEO since January 2012, and previously served as CFO from 2013 to January 2017. He studied Economics and Finance at the University of Ottawa and founded Isaac Capital Group, LLC (ICG); the Board cites his capital markets, M&A, and strategic planning experience as core credentials . Under his leadership, the company’s recent pay-versus-performance disclosure shows cumulative TSR values of $67.70 (FY22), $112.93 (FY23), and $53.73 (FY24), alongside net income of $24.7M (FY22), $(0.1)M (FY23), and $(26.7)M (FY24), indicating significant volatility in returns and earnings through FY24 . He also serves as Chairman; the Board does not currently have a Lead Independent Director, which is noteworthy for governance and risk oversight given the combined CEO/Chair role .

Past Roles

External Roles

Board Governance

• Board service: Director since 2011; also Chairman of the Board; no Lead Independent Director .
• Independence: Board determined three directors (Butler, Gao, Sickmeyer) are independent under Nasdaq rules; Jon Isaac is not independent as CEO/Chair .
• Committee roles: Audit, Compensation, and Governance/Nominating committees consist solely of independent directors (Butler, Gao, Sickmeyer), with Gao as Audit Chair and Butler as Compensation and Governance Chair; Jon Isaac does not serve on these committees .
• Attendance: Board met four times in FY24; no director attended fewer than 75% of meetings .

Fixed Compensation

Notes:

• Compensation philosophy emphasizes attracting/retaining executives and aligning with long-term shareholder interests; however, the company has “traditionally” not tied compensation directly to specific profitability or market benchmarks, and did not use benchmarking or outside consultants in FY24 .

Performance Compensation

Signals:

• CEO bonus is discretionary rather than metric-based, unlike subsidiary CEOs whose bonuses are largely tied to EBITDA targets; this weakens pay-for-performance linkage at the parent-company CEO level .

Equity Ownership & Alignment

Implications:

• Majority ownership strongly aligns economic outcomes with shareholders but concentrates control; also elevates related-party transaction risk given ICG’s role as counterparty to multiple financing arrangements .

Employment Terms

Retention Risk View:

• Lack of disclosed severance/CoC economics for CEO suggests limited contractual cash protection, though high ownership and control may mitigate voluntary departure risk .

Performance & Track Record

• Say-on-Pay: Company references “overwhelming” support for NEO compensation at the July 26, 2022 annual meeting and proposes triennial say-on-pay frequency; 2025 proxy recommends “once every three years” for frequency vote .
• Legal matters: SEC civil complaint filed August 2, 2021 names the Company and Jon Isaac alleging 2016–2018 reporting/disclosure violations; motions for summary judgment filed in Oct 2024; ruling pending .

Related Party Transactions (Governance Red Flags)

• Control Position: As of May 9, 2025, ICG and Jon Isaac beneficially own 51.2% of shares outstanding (ICG 1,357,306; Jon Isaac 217,177), establishing control .
• ICG Term Loan: $2.0M to Live Ventures at 12.5% interest; outstanding balance $2.0M as of Mar 31, 2025 and Sep 30, 2024; matures May 2025 .
• ICG Revolving Promissory Note: Unsecured revolver increased to $12.0M in 3Q25; outstanding $6.9M at Mar 31, 2025 (vs $2.6M at Sep 30, 2024) .
• ICG Flooring Liquidators Note: $5.0M at 12% per annum; outstanding $5.0M at Mar 31, 2025 and Sep 30, 2024; guaranteed by the company .
• ICG PMW Note: ~$2.6M at 12% per annum; proceeds used to settle seller-financed loans; outstanding ~$2.6M at Mar 31, 2025 .
• Spyglass Estate Planning (Jon Isaac sole member): Two Marquis building leases with initial monthly rent of $31,737 and $73,328; 24-month cancelable start followed by 20-year term with 2.5% annual increases .
• Additional interlocks: Tony Isaac (Jon’s father) is a director (and President) of ALT5 Sigma Corporation; Richard Butler (LIVE director) also serves on ALT5’s board; ALT5 previously rented space from LIVE; ALT5 paid LIVE $58,000 in the six months ended Mar 31, 2025 and $75,000 in the comparable prior period .

Governance assessment:

• Extensive related-party financing and leasing with entities controlled by or affiliated with Jon Isaac present conflict-of-interest and independence concerns; the Audit Committee reviews such transactions per policy .

Compensation Committee Analysis (Design and Process)

• No peer benchmarking or external consultants in FY24; compensation not directly tied to specific profitability or market benchmarks historically .
• Committees composed entirely of independent directors; Compensation Committee chaired by Richard D. Butler Jr. .
• Company states its compensation policies do not create material adverse risk-taking incentives .

Director Service and Compensation (CEO as Director)

• Jon Isaac receives no additional pay for Board service; non-employee directors receive $30,000 cash annually; Tony Isaac received an additional $100,000 consulting fee for 2023 services .

Equity Plan and Overhang

• Equity plan reserve: 300,000 shares authorized under 2014 Omnibus Plan; as of Sep 30, 2024, 60,000 securities subject to outstanding options/warrants (WAE $26.04) and 240,000 available for future issuance .
• CEO equity overhang: CEO’s only reported option position (25,000 @ $10) was fully vested and expired unexercised on 1/15/2025; implies minimal near-term selling pressure from vesting equity .

Board Governance Quality (Independence and Structure)

• Majority independent board (Butler, Gao, Sickmeyer); however, combined CEO/Chair role with no Lead Independent Director; independent committees conduct risk oversight .

Performance Compensation Table (Detail)

Investment Implications

• Alignment and Control: Isaac’s 51.2% beneficial stake strongly aligns value creation but concentrates control, enabling related-party financings (ICG loans, Spyglass leases) that warrant heightened governance discount and ongoing Audit Committee scrutiny .
• Pay-for-Performance: CEO compensation relies on discretionary cash bonuses with no disclosed formulaic performance metrics, unlike EBITDA-based structures at subsidiaries; this weakens direct incentive alignment to shareholder-value drivers at the parent level .
• Selling Pressure and Retention: With no unvested equity and the legacy options expired unexercised, near-term insider selling pressure from vesting events appears limited; retention likely relies on control position and base/bonus rather than contractual severance economics (no severance/CoC for CEO disclosed) .
• Legal/Regulatory Overhang: The ongoing SEC civil action (motions for summary judgment filed Oct 2024) is a non-trivial headline and governance risk with potential for officer-and-director bars and penalties if adverse; timing of court rulings remains uncertain .
• Governance Structure: Combined CEO/Chair without a Lead Independent Director and extensive related-party transactions may sustain a governance overhang; however, majority independent board and independent committees partially mitigate .