Nicholas Gerber

About Nicholas Gerber

Nicholas D. Gerber is CEO, President, and Chairman of The Marygold Companies, Inc. (MGLD), roles he has held since January 2015; he is 63 years old and a controlling shareholder through family trusts . He holds an MBA in Finance from the University of San Francisco and a BA from Skidmore College; he is registered with the CFTC/NFA and holds NFA Series 3 credentials, with 30+ years of senior leadership in financial services and ETFs via USCF entities . Recent performance context disclosed in MGLD’s proxies shows net income losses in FY2024 and FY2025 as the company invested in its fintech app (US app paused in FY2025 while the UK effort continues), and a decline in TSR over the last four years tied to those losses . Gerber combines CEO and Chair roles; the company is a “controlled company” under NYSE American rules, relying on exemptions from some independence requirements .

Past Roles

External Roles

Fixed Compensation

Notes: Company matches up to 4% of eligible compensation into 401(k), within IRS limits .

Performance Compensation

• The company reports no equity-based compensation and no variable cash bonuses granted to named executive officers for FY2023–FY2025; executive pay remained largely fixed (salary plus standard benefits) during this period .

Pay-versus-performance context (Smaller Reporting Company disclosure):

Management commentary: losses and TSR deterioration tied to heavy fintech app investment; US app paused in FY2025, UK continues .

Equity Ownership & Alignment

Employment Terms

• The 2024 proxy discloses formal employment agreements and severance terms for COO David Neibert and CLO Carolyn Yu, but does not describe an employment agreement for Mr. Gerber; no severance or change‑in‑control terms for Mr. Gerber are detailed in the proxies reviewed .

Board Service and Governance

• Roles: CEO, Chairman, and Director since 2015; dual role endorsed by the board as an efficient leadership model fostering clear accountability and alignment on strategy .
• Committee Structure: Audit (Chair: Mullins; Members: Alexander, Grogan), Compensation (Chair: Gonzalez; Members: Delgado Harris, Schoenberger), Nominating & Governance (Chair: Delgado Harris; Member: Grogan) .
• Attendance: Four formal board meetings in FY2025; all directors attended >75% of board/committee meetings; independent directors meet in executive sessions at least annually .
• Independence/Control: Company qualifies as a “controlled company” under NYSE American due to >50% combined voting power held by Gerber/Schoenberger trusts; exempt from certain independence requirements (though the board states committee members meet NYSE independence criteria) .
• Lead Independent/Executive Sessions: Executive sessions of independent directors are held; in 2023, sessions were presided over by independent director Derek Mullins .

Director Compensation (Gerber as Director)

• Employee directors (including Gerber) receive no additional remuneration for board service; only independent directors receive director retainers and equity .
• Independent director package: $24,000 cash plus $5,000 in common stock per annum, with RSA monthly vesting over the one-year service term; no options outstanding for directors as of FY2025 .

Compensation Structure Analysis

• Cash vs. Equity Mix: 100% cash and benefits for Gerber in FY2023–FY2025; no equity grants or variable bonuses, aligning pay with fixed compensation while the company invests in fintech initiatives .
• At‑Risk Pay: Minimal; absence of PSUs/RSUs/options reduces alignment with TSR but also mitigates near‑term selling pressure from vesting events .
• Clawback: Compensation recoupment policy adopted per NYSE listing standards for restatement-related recovery of incentive compensation .

Related-Party Transactions and Governance

• 2015 Control Transaction: Securities Purchase Agreement with Gerber and Schoenberger (acquired controlling interest ~70% at the time); subsequent Voting Agreement established control group .
• 2025 Divestiture: Sale of subsidiary Brigadier Security Systems to SKCAL LLC (entity led by director Scott Schoenberger) for $2.3M total consideration after adjustments; reviewed and approved by the Audit Committee of independent directors .
• Controlled Company Status: Disclosed reliance on “controlled company” exemptions under NYSE American .

Risk Indicators and Red Flags

• Litigation: Gerber is named among defendants in USO-related securities and derivative litigation stemming from 2020 oil market dislocations; matters are being contested and some proceedings stayed pending motions to dismiss .
• Governance Concentration: Voting Agreement and controlled company status concentrate control with Gerber/Schoenberger, potentially limiting minority shareholder influence .
• Combined CEO/Chairman: Dual role persists; board cites efficiency, but investors often scrutinize combined roles for independence concerns .

Say‑on‑Pay and Shareholder Feedback

• 2024 Agenda: Company sought non‑binding advisory approval of NEO compensation and a vote on say‑on‑pay frequency; the board recommended triennial frequency .
• Results: Final vote outcomes were not presented in the proxies reviewed; results to be filed on Form 8‑K after meetings .

Expertise and Qualifications

• Education: MBA, University of San Francisco; BA, Skidmore College; NFA Series 3 .
• Domain Expertise: ETF/commodity fund creation and governance via USCF; fintech product strategy via Marygold & Co. (US and UK) .
• Board Qualification Statement: Board cites leadership experience across public/private companies and ETF governance as reasons for qualification as Chair/Director .

Performance & Track Record

• Company Financial Trajectory (disclosed): Net income positive in FY2022–FY2023, losses in FY2024–FY2025 tied to fintech investment; US fintech app paused in FY2025 with UK development continuing .
• TSR Path: $100 initial investment value fell to $38.95 in FY2025 from $75.00 in FY2024, reflecting investor reaction to losses and strategy execution timing .
• Achievements: Founding leadership across USCF entities and Marygold & Co.; consolidation of fintech and financial services strategy under MGLD .

Employment Terms (Detail)

• Named Agreements in Proxy: COO (Neibert) and CLO (Yu) have employment agreements with six months’ severance for involuntary termination without gross misconduct; these illustrate standard executive protections, but no such agreement is described for Gerber in the proxies reviewed .

Investment Implications

• Alignment: Gerber’s substantial ownership (43.4% of voting power) strongly aligns him with equity value, while no pledging/hedging is allowed—reducing misalignment risk .
• Overhang/Selling Pressure: With no executive options or RSUs outstanding, scheduled vesting‑driven selling pressure appears limited in the near term .
• Governance Risk: Controlled company status, the Voting Agreement, and the combined CEO/Chairman role concentrate control—supporting strategic continuity but posing minority shareholder governance considerations .
• Pay vs. Performance: A largely fixed‑pay structure (no variable/at‑risk pay in 2023–2025) provides cost predictability but weakens direct linkage to TSR/financial outcomes during a loss‑making investment phase; continued losses or delays in fintech monetization could draw scrutiny to incentive design .
• Legal/Related‑Party Watch Items: Ongoing USO litigation and a 2025 related‑party divestiture reviewed by the Audit Committee are diligence items for governance‑sensitive investors .

Supporting Data Tables

Executive compensation (Gerber)

Pay versus performance (company-disclosed)

Beneficial ownership (Gerber)

Board committees (FY2025)

Key governance and policies

• Controlled company per NYSE American; exemptions from certain independence requirements .
• Prohibition on pledging and hedging by insiders .
• Clawback policy adopted per NYSE standards for restatement‑related recoupment .
• Employee directors receive no extra board pay .

Legal proceedings (select)

• In re: United States Oil Fund, LP Securities Litigation – putative class action; defendants include USCF entities and individuals including Gerber; being contested .
• Derivative actions related to USO disclosures; proceedings stayed pending motion outcomes in the class action .

Say‑on‑pay proposals (2024)

• Advisory vote on NEO compensation and say‑on‑pay frequency (board favored triennial) were on the 2024 agenda; results not included in proxy; to be reported via 8‑K .