Matt Gonzalez
About Matt Gonzalez
Matt Gonzalez (age 60) is an independent director of The Marygold Companies (MGLD) since 2013, with a legal and public-sector leadership background. He is Chief Attorney of the San Francisco Public Defender’s Office (since 2011, overseeing 100+ trial lawyers), previously served on the San Francisco Board of Supervisors (2001–2005; President 2003–2005), and is a partner in Gonzalez & Kim and co-owner of Flywheel Taxi. He holds a BA from Columbia University and a JD from Stanford Law School; he first invested in the Company in 2010 before joining the Board in 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| San Francisco Public Defender’s Office | Chief Attorney | 2011–present | Oversees more than 100 trial lawyers; trial attorney experience in civil and criminal matters |
| San Francisco Board of Supervisors | Member | 2001–2005 | Elected official; governance and public policy experience |
| San Francisco Board of Supervisors | President | 2003–2005 | Board leadership; executive oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gonzalez & Kim (California partnership) | Partner | Current | Multiple business holdings in transportation sector |
| Flywheel Taxi (formerly DeSoto Taxi), San Francisco | Co-owner | Current | Transportation operations ownership |
Board Governance
- Committee assignments: Compensation Committee Chair; not listed as a member of Audit or Nominating & Corporate Governance Committees .
- Attendance: Board held 4 formal meetings in FY2025 and 8 written consents; all current directors attended >75% of Board and committee meetings; independent directors meet at least annually in executive session .
- Independence: Gonzalez is one of five independent directors; Compensation Committee members meet NYSE American independence criteria .
- Controlled company: MGLD qualifies as a “controlled company,” with Gerber and Schoenberger jointly controlling ~54.3% of voting power via a voting agreement—exempting MGLD from certain NYSE American governance requirements (e.g., majority independent board, fully independent comp/nom committees) .
| Committee | Role | Independence Status | FY2025 Meetings |
|---|---|---|---|
| Compensation | Chair | Independent | 1 |
| Audit | Not a member | — | Audit Committee held 4 |
| Nominating & Corporate Governance | Not a member | — | Charter available; composition: J. Delgado Harris (Chair), E. Grogan |
Fixed Compensation
| Component | FY2025 Amount | Structure/Terms |
|---|---|---|
| Annual cash retainer | $24,000 | Paid quarterly |
| Equity (Restricted Stock Awards under 2021 Omnibus Plan) | $5,000 | Valued at closing price on grant date; generally issued within 30 days of annual meeting; vests monthly over one year |
| Total | $29,000 | No meeting fees disclosed |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Stock options | None | No officer or director granted options in last two fiscal years; none held as of June 30, 2025 |
| Non‑equity incentive plan | None | No director incentive plan compensation reported |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed | No director performance-based metrics reported |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Gonzalez; proxy states no current public company directorships for directors other than historical roles noted for CEO Gerber |
| Private/other roles | Partner, Gonzalez & Kim; Co-owner, Flywheel Taxi |
| Interlocks/potential conflicts | None disclosed involving Gonzalez; see related-party transaction involving director Schoenberger (sale of Brigadier Security Systems to SKCAL LLC) reviewed/approved by independent Audit Committee |
Expertise & Qualifications
- Legal, compliance, and trial expertise from leading a large public defender organization and practicing in civil/criminal courts .
- Governance experience as former President of the SF Board of Supervisors; public-sector oversight and stakeholder engagement .
- Business/operator perspective from transportation holdings; enhances board discussions on operations and risk .
- Education: BA (Columbia University), JD (Stanford Law School) .
Equity Ownership
| Holder | Shares/Units | Notes |
|---|---|---|
| Matt Gonzalez | 243,325 | Includes 233,400 shares underlying 11,670 shares of Series B Preferred Stock owned by a general partnership where Gonzalez is a 50% general partner; ownership <1% of class |
| Pledging/Hedging | Prohibited | Company policy prohibits directors/officers from pledging shares or entering into hedging/derivative transactions |
Governance Assessment
- Board effectiveness: Gonzalez chairs the Compensation Committee; independence affirmed under NYSE American standards. The committee met once in FY2025, which is lower frequency than Audit (4) and Board (4), a potential engagement consideration for compensation oversight .
- Alignment: Director pay is modest ($24k cash + $5k RSAs), with monthly vesting of RSAs; no options or variable incentives for directors—reducing pay complexity and risk of misaligned short-term incentives .
- Ownership: Gonzalez holds <1% of outstanding shares, including indirect interests via a partnership holding Series B convertible preferred; pledging/hedging prohibited—positive for alignment .
- Independence and control risk: MGLD’s controlled company status centralizes voting power (54.3%) with two insiders and a voting agreement, potentially limiting minority shareholder influence; however, independent committees and annual executive sessions mitigate some governance risks .
- Related‑party oversight: A material related‑party transaction (sale of Brigadier Security Systems to an entity led by director Schoenberger) was reviewed and approved by the independent Audit Committee and negotiated on arm’s‑length terms—procedural safeguards were applied; no Gonzalez-specific related‑party transactions disclosed .
- Compliance signals: All officers/directors were timely with Section 16 filings in FY2025; Code of Ethics applies to directors; clawback policy adopted for executive incentive compensation in line with NYSE standards (primarily executive-focused) .
RED FLAGS: Controlled company status and voting agreement concentrate power with insiders (54.3% voting), reducing minority shareholder leverage . Compensation Committee met only once in FY2025, which may indicate limited cadence of oversight relative to financial/audit matters . Related‑party transaction involving another director underscores ongoing need for rigorous independent review, though Audit Committee oversight was applied .