Carolyn Yu
About Carolyn Yu
Carolyn M. Yu is Chief Legal Officer and Chief Continuity Officer of The Marygold Companies, Inc., serving since April 1, 2022. She previously held senior legal and compliance roles at USCF Investments and affiliates, including Chief Compliance Officer (USCF and USCF Advisers) and General Counsel/Chief Legal Officer at USCF, with experience across CFTC/NFA-regulated commodity pool operations. She earned a B.S. in Business Administration from San Francisco State University (1986) and a J.D. from Golden Gate University School of Law (1993). Company pay-versus-performance disclosure shows deteriorating TSR and net losses in FY2024–FY2025, context for a fixed-pay executive compensation framework that did not use variable or equity awards during this period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United States Commodity Funds, LLC (USCF) | Chief Compliance Officer | Aug 2011–Mar 2022 | Led CFTC/NFA compliance for commodity pool operator products . |
| USCF Advisers, LLC | Chief Compliance Officer | May 2015–Mar 2022 | Compliance oversight for adviser to registered investment company ETFs . |
| USCF | General Counsel | May 2015–Apr 2018 | Legal leadership supporting commodity-based exchange-traded funds . |
| USCF Advisers, LLC | Chief Legal Officer | May 2015–Apr 2018 | Legal oversight for ETF advisory operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| USCF Investments, Inc. (parent of USCF and USCF Advisers) | Senior legal/compliance leadership across affiliates | Prior to Apr 2022 | Parent over CFTC/NFA-registered operators and adviser; governance and compliance . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 425,000 | 425,000 | 425,000 |
| Target Bonus (%) | Not disclosed (eligible under 2021 Plan) | Not disclosed (no variable bonus granted) | Not disclosed (no variable bonus granted) |
| Actual Bonus Paid ($) | — (none) | — (none) | — (none) |
| All Other Compensation ($) | 56,512 | 55,500 | 56,064 |
| Total Compensation ($) | 481,512 | 480,500 | 481,064 |
| Notes | Company matches up to 4% to 401(k), subject to IRS limits | No stock awards/options granted to NEOs | No stock awards/options granted to NEOs |
Performance Compensation
- The Company did not grant equity-based compensation or variable bonuses to NEOs in FY2023–FY2025; programs emphasized predictable fixed components, with discretionary cash bonuses eligible but not used during these years .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Discretionary Cash Bonus (eligible) | Corporate goals (not TSR) | Not disclosed | Not disclosed | Not awarded FY2023–FY2025 | $0 | N/A |
| Equity Awards (RSU/PSU/Options) | N/A | N/A | N/A | None outstanding at FY year-end | No grants in last two fiscal years | N/A |
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Class | Options (Exercisable/Unexercisable) | Pledged/Hedged | Notes |
|---|---|---|---|---|---|
| Sep 9, 2024 | 7,000 | Less than 1% | None outstanding | Company prohibits pledging/hedging by directors and executive officers | Outstanding shares basis: 41,313,235 including Series B conversion |
| Jun 30, 2025 | Not individually listed | Group of directors/NEOs 55.0% aggregate | Officers/directors do not own stock options as of 6/30/2025 | Prohibition remains in effect | Outstanding shares basis: 43,083,727 including Series B conversion |
- Stock Ownership Guidelines: Not disclosed for executives in the proxies reviewed .
- Insider Selling Pressure: With no outstanding equity awards or options and a prohibition on pledging/hedging, structural selling pressure from vesting is minimal. Yu also signed a lock-up agreement in connection with the January 2025 offering, limiting disposals during the lock-up period .
Employment Terms
| Term | Detail |
|---|---|
| Appointment/Start Date | Employment agreement effective April 1, 2022 as Chief Legal Officer and Chief Continuity Officer . |
| Base Salary | $425,000 per annum . |
| Bonus/Equity Eligibility | Eligible for bonuses and awards under the 2021 Omnibus Equity Incentive Plan administered by the Compensation Committee (discretionary cash focus) . |
| Severance | Six months’ salary if involuntarily terminated other than for gross misconduct; no severance if resignation or termination for gross misconduct . |
| Change-of-Control | Not disclosed in the proxies reviewed . |
| Clawback Policy | Adopted per NYSE listing standards; enables recoupment of incentive compensation upon accounting restatements due to material noncompliance . |
| Non-Compete/Non-Solicit | Not disclosed . |
| Tax Gross-ups | Not disclosed . |
| Inspector of Election | Yu designated alongside David W. Neibert to count votes and act as inspectors of election for the 2024 Annual Meeting . |
Company Performance Context (Pay vs Performance disclosures)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| TSR – Value of $100 Investment ($) | 70.00 | 54.50 | 75.00 | 38.95 |
| Net Income (Loss) ($ thousands) | 1,146 | 1,165 | (4,069) | (6,213) |
| Narrative Drivers | Transition from net income to losses due to Fintech app investments; U.S. app paused in FY2025, U.K. pursuit continues . |
Governance and Compensation Oversight
- Compensation Committee: Matt Gonzalez (Chair), Joya Delgado Harris, Scott Schoenberger; all independent per NYSE American; one meeting in FY2025; charter available online .
- No options granted to officers/directors in last two fiscal years; none owned as of June 30, 2025 .
- Say-on-Pay and frequency (2024 Annual Meeting): NEO compensation approved with votes For 33,945,395; Against 1,309; Abstain 5; frequency vote selected every three years (For 3 Years: 28,323,398; For 1 Year: 5,623,151; For 2 Years: 13; Abstain: 147); Board determined triennial cycle .
Compensation Structure Analysis
- Shift toward fixed pay: NEO compensation remained static without equity awards or variable bonuses in FY2023–FY2025, emphasizing predictability as the Company invested in its Fintech app .
- At-risk pay minimal: Discretionary bonuses are eligible but not utilized in the period; no RSUs/PSUs/options outstanding for NEOs, reducing alignment through performance equity .
- Clawback and anti-pledging/hedging policies strengthen governance, but low equity linkage may limit pay-for-performance sensitivity .
Investment Implications
- Alignment: Yu’s direct ownership (7,000 shares, <1%) is modest; prohibition on pledging/hedging reduces misalignment risk, but lack of performance equity limits upside alignment to shareholder returns .
- Retention risk: Employment agreement with six months’ severance, stable salary, and no complex vesting suggests low near-term retention risk; lock-up participation in Jan 2025 further indicates commitment during capital markets activity .
- Trading signals: No scheduled vesting or option expirations to create mechanical selling pressure; governance policies dampen derivative/pledge-driven sells. Near-unanimous say-on-pay support and triennial frequency reduce compensation controversy overhang .
- Execution risk: Company disclosures tie FY2024–FY2025 losses to Fintech investments and U.S. app pause, contextualizing the decision to avoid variable/equity awards; legal/compliance expertise of Yu is relevant to execution in regulated segments, but compensation lacks performance levers to signal confidence in turnaround metrics like TSR/net income improvement .