Derek Mullins
About Derek Mullins
Independent director since 2017; age 51 in 2025. Co-Founder and Managing Partner of PINE Advisor Solutions with 25+ years of operations, accounting, finance, and compliance experience; prior roles at ArrowMark Colorado Holdings LLC, Black Creek Capital/Dividend Capital, and ALPS Fund Services. Education: B.S. Finance (University of Colorado, Boulder) and M.S. Finance (University of Colorado, Denver). The Board designates him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArrowMark Colorado Holdings LLC | Director of Operations | Not disclosed (past role) | Operations, finance, and compliance leadership |
| Black Creek Capital / Dividend Capital | Director of Operations | 2004–2009 | Oversight of funds’ operational processes |
| ALPS Fund Services | Manager, Fund Administration | 1996–2004 | Fund admin and accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PINE Advisor Solutions | Co-Founder & Managing Partner | Current | Investment operations and compliance services leadership |
Board Governance
- Committees and chair roles: Audit Committee Chair; members: Derek Mullins (Chair), James Alexander, and Erin Grogan; Compensation Committee (Matt Gonzalez, Chair; members Joya Delgado Harris and Scott Schoenberger); Nominating & Corporate Governance Committee (Joya Delgado Harris, Chair; member Erin Grogan). Audit Committee held 4 meetings in FY2025; Compensation held 1 meeting.
- Independence and financial expert status: Board determined Audit Committee members are independent; Mullins qualifies as an SEC-defined “audit committee financial expert.”
- Attendance and engagement: Board met formally 4 times in FY2025 and acted by written consent on 8 occasions; all directors attended in excess of 75% of Board and committee meetings; independent directors meet regularly, including at least annually in executive session.
- Controlled company status: Marygold is a “controlled company” under NYSE American rules due to a voting agreement between Nicholas Gerber and Scott Schoenberger representing 54.3% of voting power; exemptions apply (majority independent board, fully independent compensation and nominating committees), although the Board applies NYSE American independence criteria.
- Chair term limits policy: Committee Chairpersons are appointed annually; maximum three consecutive one-year terms unless the Board determines continuation is in the Company’s best interest; reappointment only after a one-year interval.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $24,000 | Paid quarterly |
| Annual equity (RSA) | $5,000 | Valued at grant date market price; issued within 30 days post annual meeting; vests monthly over one year |
| Meeting fees | $0 | Not disclosed/none |
| Committee chair fees | Not disclosed | No separate chair fee disclosed |
| Options | $0 | No options granted; none outstanding for directors as of 6/30/2025 |
| Director Compensation (FY2025) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Derek Mullins | 24,000 | 5,000 | 29,000 |
Performance Compensation
| Performance Metric | Structure | FY2025 Status |
|---|---|---|
| Performance-based equity (PSUs) | Not disclosed/not used | None disclosed for directors |
| Stock options | Strike, expiration, vesting | None granted in last two fiscal years; none owned as of 6/30/2025 |
| Cash bonus | Target %, actual | Not applicable to directors |
| Director RSU/RSA vesting | Monthly over service year | RSA vests straight-line monthly for 12 months |
| Clawback policy | Recovery on accounting restatement | Company adopted compensation recoupment policy; focused on executives’ incentive comp |
No director-level performance metrics (TSR, EBITDA, ESG) tied to Mullins’ compensation are disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Mullins (proxy notes only Gerber’s prior roles in USCF entities) |
| Interlocks | Voting agreement between Gerber and Schoenberger controls 54.3% of votes, effectively ensuring election of the nominated slate that includes Mullins; Company claims controlled company exemption under NYSE American |
| Related-party transactions | Sale of Brigadier Security Systems to SKCAL LLC, whose president is director Schoenberger; total consideration adjusted to $2.3M; approved by independent Audit Committee (Mullins chairs) per policy; negotiated at arm’s-length with customary conditions |
Expertise & Qualifications
- Finance and operations depth across fund administration and investment operations, with direct experience in compliance and accounting.
- SEC-designated audit committee financial expert; suitable for audit oversight.
- Advanced finance education (M.S. Finance) supporting technical oversight of reporting and controls.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Derek Mullins | 2,924 | <1% |
- Vested vs unvested: Beneficial ownership table does not disclose vesting status; independent directors are eligible for annual RSAs that vest monthly over 12 months.
- Options: None owned by directors as of June 30, 2025.
- Hedging/pledging: Company policy prohibits directors and executives from hedging or pledging Company stock.
- Ownership guidelines: Not disclosed for directors.
Shareholder Support Signal (2025 Vote)
| Director | For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Derek Mullins | 35,608,471 | 145 | 0 | 68,488 |
Near-unanimous support reflects investor confidence; overall meeting attendance represented 35,677,104 votes.
Governance Assessment
- Strengths: Independent Audit Committee chaired by Mullins; SEC “financial expert” designation; regular executive sessions; >75% attendance; robust auditor pre-approval and oversight; formal chair rotation policy; strong shareholder support in 2025.
- Alignment: Modest director pay with equity component ($5,000 RSAs) and straight-line vesting fosters basic alignment; hedging/pledging prohibited.
- Risks/RED FLAGS:
- Controlled company status and 54.3% voting control via agreement between Gerber and Schoenberger may limit minority shareholder influence and reduce practical independence, despite formal criteria.
- Related-party disposition to entity linked to a director (Schoenberger), though approved by independent Audit Committee; continued vigilance warranted on future transactions.
- Not disclosed: Director ownership guidelines, meeting fees, additional chair stipends, and any director-specific performance metrics.
Overall, Mullins’ audit leadership and financial expertise support board effectiveness; controlled company dynamics and related-party exposure require ongoing monitoring for conflicts mitigation and minority shareholder protections.