David Neibert
About David Neibert
David W. Neibert, age 70, is Chief Operations Officer (since November 2017), Secretary and a Director (since June 2002) of The Marygold Companies, Inc. He previously served as CEO (April 2007–January 2015) and CFO (February 2015–October 2017). He attended UCLA (1973–1978) focusing on business management and developmental psychology, and oversees long-range planning, subsidiary profitability, M&A diligence, and integration . Company performance during recent years shows TSR falling from $70.00 to $38.95 per $100 invested and net income moving from $1,146k and $1,165k in FY22–FY23 to losses of $(4,069)k and $(6,213)k in FY24–FY25, driven by fintech investment and the pause of the U.S. app while continuing in the U.K. .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Marygold Companies, Inc. | CEO | Apr 2007–Jan 2015 | Led parent company; governance continuity and portfolio oversight |
| The Marygold Companies, Inc. | CFO | Feb 2015–Oct 2017 | Financial reporting, controls, and compliance leadership |
| The Marygold Companies, Inc. | COO | Nov 2017–present | Long-range planning, subsidiary profitability, M&A diligence and onboarding |
| The Marygold Companies, Inc. | Secretary & Director | Jun 2002–present | Corporate secretary duties and board oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Original Sprout (Marygold subsidiary) | President | May 2015–present | Consumer brand leadership and growth within portfolio |
| Gourmet Foods Ltd. (Marygold subsidiary) | Director & CFO | Aug 2015–present | Operations/finance scaling in food manufacturing |
| Printstock Products Ltd. (subsidiary of Gourmet Foods) | Director | Jun 2020–present | Packaging operations oversight |
| Brigadier Security Systems (sold July 2025) | Director | Jun 2016–Jul 2025 | Security services operations until divestiture |
| Marygold & Co. (US fintech subsidiary) | Director | Nov 2019–present | Fintech build-out and strategic oversight |
| Marygold & Co. (UK) Limited | Secretary | Aug 2021–present | U.K. fintech governance and compliance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $424,740 | $425,520 | $448,113 |
| Bonus ($) | $0 | $0 | $0 |
| Stock Awards ($) | $0 | $0 | $0 |
| Option Awards ($) | $0 | $0 | $0 |
| Non-Equity Incentives ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $56,668 | $57,253 | $58,566 |
| Total ($) | $481,407 | $482,773 | $506,679 |
Observations: Executive pay is predominantly fixed cash with a modest increase in FY25 reflecting expanded responsibilities. No annual bonus or equity grants were reported in FY23–FY25 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Not in use FY23–FY25 | N/A | N/A | N/A | $0 | N/A |
| Stock Awards (RSUs/PSUs) | Not granted to NEOs FY23–FY25 | N/A | N/A | N/A | $0 | N/A |
| Options | None outstanding for officers/directors | N/A | N/A | N/A | $0 | N/A |
The company maintains a clawback policy permitting recovery of incentive pay in the event of an accounting restatement . Independent directors receive small RSAs ($5,000 annually), but NEOs did not receive equity awards over FY23–FY25 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 44,448 shares of MGLD common stock (as of Sept 8, 2025) |
| Ownership as % of Shares Outstanding | <1% |
| Options (Exercisable/Unexercisable) | None outstanding |
| Vested vs Unvested Shares | Not disclosed for NEOs; no exec equity grants in FY23–FY25 |
| Pledging/Hedging | Prohibited for directors/executives under company policy |
| Section 16 Compliance | Officers/directors timely complied for FY25 |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Effective | Employment Agreement effective April 1, 2022 |
| Base Salary (Agreement) | $425,000 per annum (agreement baseline; FY25 salary reported at $448,113) |
| Severance | 6 months’ salary if involuntarily terminated other than for gross misconduct; paid over 6 months |
| Bonus/Equity Eligibility | Eligible for bonuses and awards under the 2021 Omnibus Equity Incentive Plan (administered by the Compensation Committee) |
| Change-of-Control | Not specified in disclosed summaries of the Employment Agreement |
| Clawback Policy | Board discretion to recover incentive compensation upon a restatement |
| Non-Compete/Non-Solicit | Not disclosed |
Board Governance and Director Service
- Board service: Director since 2002; also serves as corporate Secretary .
- Committees: Current committee compositions exclude Neibert; Audit (Mullins-Chair, Alexander, Grogan), Compensation (Gonzalez-Chair, Delgado Harris, Schoenberger), Nominating/Governance (Delgado Harris-Chair, Grogan) .
- Attendance: Four formal board meetings and eight written consents in FY24–FY25; all directors attended >75% of board/committee meetings .
- Independence context: Marygold is a “controlled company” with ~54.3% voting power held by Gerber/Schoenberger via a voting agreement; exemptions from certain NYSE American independence requirements apply, though committees are currently composed of independent directors .
- CEO/Chairman dual role: Nicholas D. Gerber is both CEO and Chairman (potentially concentrating leadership authority) .
- Director compensation: Employee directors (including Neibert) receive no additional director fees; independent directors receive $24,000 cash plus $5,000 RSAs annually .
- Executive sessions: Independent directors meet in executive sessions; presided over by Derek Mullins .
Company Performance Context (for pay-for-performance assessment)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| TSR – Value of $100 Investment ($) | $70.00 | $54.50 | $75.00 | $38.95 |
| Net Income (Loss) ($USD Thousands) | $1,146 | $1,165 | $(4,069) | $(6,213) |
Management noted losses and TSR deterioration linked to significant fintech investment; U.S. app paused in FY25 while continuing in the U.K. .
Related Party Transactions and Controls
- Brigadier Security Systems sale to SKCAL LLC (presided by Director Schoenberger) for adjusted total consideration of $2.3 million; reviewed and approved by the independent Audit Committee and negotiated at arm’s length .
- Voting agreement confers ~54.3% of voting power to Gerber and Schoenberger, shaping board composition and governance .
Say-on-Pay and Shareholder Feedback
- FY2024 proxy included a non-binding advisory vote on executive compensation and a vote on the frequency of say-on-pay; board recommended “FOR” approval and a three-year frequency .
Compensation Structure Analysis
- Cash-heavy pay with minimal variable at-risk components; no annual bonuses or equity awards to NEOs in FY23–FY25, reducing direct pay-performance linkage and potential dilution but limiting incentive alignment to financial/operational outcomes .
- Clawback enacted per NYSE standards; hedging/pledging prohibited, improving alignment and reducing risk of collateralized insider leverage .
- Independent director equity limited to small RSAs; no option repricing or executive equity modifications reported .
Risk Indicators & Red Flags
- Controlled company status and CEO/Chairman dual role may raise governance concentration concerns despite independent committees .
- Litigation involving subsidiaries (USCF/USO) ongoing since 2020; defendants intend to contest claims (contextual governance/legal exposure) .
- Prohibition on pledging and hedging mitigates alignment risks; Section 16 compliance timely for FY25 .
Investment Implications
- Alignment: Neibert’s ownership is modest (<1%); absence of exec equity grants and bonuses reduces near-term insider selling pressure from vesting but limits performance leverage in compensation .
- Retention/Severance: Six-month severance provides moderate retention economics without excessive parachute risk; change-of-control terms not specified in summaries .
- Governance: Controlled company structure and CEO/Chairman dual role warrant monitoring; independent committees and executive-session practices are positives .
- Execution Risk: Fintech investment strategy materially affected TSR/net income; the strategic pause in U.S. app and continued U.K. focus should be monitored for milestone-based progress and capital allocation discipline .
- Trading Signals: With no scheduled executive equity vesting or options, insider-driven technical supply is low; watch for any future equity grants or 8-K updates that could change selling pressure dynamics .