Erin Grogan
About Erin Grogan
Erin Grogan, 51, has served on The Marygold Companies, Inc. board since 2017. She is currently CFO of Webinar.net and previously served as CFO of IFTTT, with 20+ years in finance/operations at ON24, Mooreland Partners, Cadbury Schweppes, Asbury Automotive Group, Banc of America Securities, PwC, and AIG. She holds a BA from Columbia University and an MBA in Finance from NYU Stern. The Board cites her finance leadership as core credentials for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Webinar.net | Chief Financial Officer | Current | Senior finance leadership for SaaS/webinar platform |
| IFTTT Inc. | Chief Financial Officer | Prior | Finance leadership for integration software/IoT connectivity |
| University of San Francisco School of Management | Lead, Finance & Operations | 2012–2016 | Academic unit operations/finance leadership |
| Association for California School Administrators | Led Finance | Prior | Non-profit finance leadership |
| YouCaring (sold to GoFundMe) | Led Finance | Prior | Finance leadership during growth/exit |
| ON24; Mooreland Partners; Cadbury Schweppes; Asbury Automotive Group; Banc of America Securities; PwC; AIG | Various finance/management roles | Not disclosed | Corporate/financial services experience |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Operating role | Webinar.net | CFO | Current role outside MGLD |
| Public company boards | — | — | None disclosed for Erin Grogan; company notes no other public directorships for directors except historical roles of CEO Gerber with USCF/USCF ETF Trust |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member; not on Compensation Committee. Audit Committee members (Mullins—Chair, Alexander, Grogan) meet NYSE American independence criteria; Nominating Committee chaired by Joya Delgado Harris with Grogan as member.
- Independence: The Board determined Audit Committee members (including Grogan) satisfy independence requirements under NYSE American rules, and the company follows independence definitions despite “controlled company” status.
- Attendance and engagement: FY2025—Board met 4 times with 8 written consents; all directors attended >75% of Board/committee meetings. Independent directors meet regularly, at least annually in executive session. FY2024—All directors attended all Board meetings.
- Controlled company: Two insiders (Gerber, Schoenberger) control ~54.3% of voting power in 2025 (56.0% in 2024) via a voting agreement, exempting MGLD from certain NYSE American independence requirements (though committees affirm independence).
- Election results: Grogan re-elected Nov 7, 2025 with 35,608,465 For, 151 Against, 0 Abstain; broker non-votes 68,488.
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Cash retainer (annual) | $24,000 | $24,000 | Paid quarterly per Board policy |
| Equity (RSAs) | $5,000 in common stock per annum (grant expected during FY2025) | $5,000 in common stock per annum (issued within ~30 days of AGM; monthly straight-line vesting over one year) | Valued at grant-date close; monthly vest |
| Options | $0 | $0 | No options granted; none outstanding for directors |
Performance Compensation
| Item | Details |
|---|---|
| Director performance-based pay | None disclosed; no non-equity incentive plan compensation, no options; equity grants are time-based RSAs with monthly vesting. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current) | None disclosed for Erin Grogan. Company notes no other current public directorships for directors except CEO Gerber’s past roles with USCF/USCF ETF Trust. |
| Notable interlocks/conflicts | Company is a controlled company under NYSE American; Voting Agreement centralizes board election control. Related-party transaction: sale of Brigadier Security Systems to SKCAL LLC (led by director Schoenberger) for adjusted $2.3M; reviewed/approved by independent Audit Committee under RPT policy. |
Expertise & Qualifications
- Financial leadership: CFO experience in SaaS/integration software; prior roles across corporate, banking, and consulting provide audit/finance oversight depth valuable to Audit Committee work.
- Governance: Serves on Audit and Nominating & Corporate Governance Committees; Audit Committee annually reviews charter and oversees auditor independence and PCAOB communications.
- Education: BA (Columbia); MBA, Finance (NYU Stern).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Erin Grogan (Director) | 2,924 | <1% | As of Sep 8, 2025; independent directors each entitled to $5,000 stock per annum. |
| Hedging/pledging | Prohibited for directors and executives (short sales, swaps, options, collars; pledging also prohibited). |
Board And Committee Activity Snapshot
| Body | FY 2024 Meetings | FY 2025 Meetings | Notes |
|---|---|---|---|
| Board of Directors | 4 (all directors attended all) | 4 (all directors >75% attendance) | Plus 7 (2024) and 8 (2025) matters by written consent |
| Audit Committee | 4 | 4 | Grogan member; committee independent; Mullins is financial expert |
| Compensation Committee | 4 | 1 | Independent per Board; chaired by Gonzalez |
| Nominating & Corporate Governance | — | — | Grogan member; chaired by Joya Delgado Harris |
Shareholder Voting Signals
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Director election – Erin Grogan | 35,608,465 | 151 | 0 | 68,488 |
| 2024 Say-on-Pay (company-wide) | 33,945,395 | 1,309 | 5 | — |
| 2024 Say-on-Pay Frequency | 28,323,398 For “3 Years” | 5,623,151 For “1 Year” | 13 For “2 Years” | 147 abstain |
Insider Filings/Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance (FY2025) | Company reports all officers/directors and 10% holders complied with filing requirements in a timely manner. No specific Form 4 transactions are detailed in the proxy. |
Policy & Controls Relevant to Alignment
- Clawback: Compensation recoupment policy adopted per NYSE listing standards for current/former executives upon accounting restatements due to material noncompliance.
- Prohibited hedging/pledging: Directors and executives may not hedge or pledge company stock.
- Committee chair term limits: One-year chair terms, max three consecutive terms to promote leadership rotation (Board policy).
Governance Assessment
- Strengths:
- Finance-savvy independent director with CFO background; active on Audit and Nominating committees; Audit Committee independence affirmed; Audit Committee report co-signed by Grogan evidences engagement.
- Consistent director attendance; stable, modest, and largely fixed director pay with small time-vested equity; no options/grants that could misalign risk.
- Anti-hedging/anti-pledging policies reduce misalignment/credit risk; clawback policy in place (executives).
- Strong shareholder support for director elections and say-on-pay in most recent votes.
- Watch items / potential red flags:
- Controlled company status (54.3% voting power) and Voting Agreement concentrate control; may limit minority holder influence over board composition and governance.
- Related-party transaction: 2025 sale of Brigadier subsidiary to an entity led by a sitting director; approved by independent Audit Committee at $2.3M total consideration after adjustments. While process followed, ongoing vigilance is warranted given inherent conflicts.
- Compensation Committee membership includes Schoenberger while Board states independence under NYSE American; investors may scrutinize independence rigor in a controlled company context.