Scott Schoenberger
About Scott Schoenberger
Scott Schoenberger is a controlling shareholder and director of The Marygold Companies, Inc. (MGLD) who has served on the Board since January 2015; he is age 59 and holds a B.S. in Environmental Studies from the University of California, Santa Barbara . He is owner and CEO of KAS Engineering and Nica Products, bringing 40+ years of manufacturing and technology operating experience; the Board cites his background for insights on operations, compensation, and acquisitions . As of September 8, 2025, he beneficially owned 4,697,993 shares (10.9%), primarily via the Schoenberger Family Trust where he is sole trustee; together with CEO Nicholas Gerber under a voting agreement, the two control ~54.3% of total voting power, making MGLD a “controlled company” under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KAS Engineering | Owner & Chief Executive Officer | Not disclosed | Manufacturing/operator background leveraged for Board oversight on operations and compensation |
| Nica Products | Owner & Chief Executive Officer | Not disclosed | Manufacturing/operator background leveraged for Board oversight on operations and compensation |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Various startups (consultant/angel) | Advisor/Investor | Medical, technology, consumer products, electronics, automotive, securities | Early-stage involvement across multiple sectors |
No other public company directorships are disclosed for Mr. Schoenberger in the proxy .
Board Governance
- Committee assignments and roles
- Compensation Committee: Member (Chair: Matt Gonzalez; other member: Joya Delgado Harris). Compensation Committee held 1 meeting in FY2025 .
- Independence status
- The proxy’s independent directors list (eligible for director stock grants) includes Gonzalez, Mullins, Grogan, Delgado Harris, and Alexander—Mr. Schoenberger is not listed, indicating he is not classified as an independent director for Board purposes .
- However, the Compensation Committee disclosure states each member “meets the criteria for independence” under NYSE American rules, creating a potential inconsistency given Mr. Schoenberger’s controlling shareholder status and exclusion from the independent directors list .
- Controlled company and voting agreement
- Gerber and Schoenberger, via trusts, represent ~54.3% voting power and have a Voting Agreement to elect themselves and their designees—MGLD qualifies as a “controlled company” and is exempt from certain NYSE American independence requirements .
- Attendance and engagement
- In FY2024, there were 4 formal Board meetings and 7 written consents; all current directors attended all Board meetings. Independent directors meet in executive session at least annually .
- Committee meeting counts disclosed for FY2025: Audit 4; Compensation 1 (no per-director attendance rates disclosed) .
- Shareholder support (2025 Annual Meeting)
- Director election votes (For/Against): Schoenberger 35,601,149 For; 7,467 Against; 0 Abstain; broker non-votes 68,488 .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Equity RSAs (Grant-Date Value $) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 0 | 0 | 0 | 0 |
- Policy context: Effective FY2023, each independent director receives $24,000 cash (quarterly) and $5,000 in common stock; RSAs vest monthly over 12 months. Mr. Schoenberger is not in the independent director cohort and received no director fees or equity in FY2025 .
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director non-equity incentive | None disclosed for directors | Not applicable; no director performance plan disclosed |
| Stock options | None granted in last two fiscal years | Not applicable; no options outstanding for officers/directors as of 6/30/2025 |
| Clawback policy (corporate) | Board may recoup executive incentive compensation upon accounting restatement for material noncompliance (NYSE standards) | Policy applies to incentive comp; not specific to director fees |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Voting Agreement | Gerber Trust and Schoenberger Trust have agreed to vote their shares to elect themselves/their designees; combined voting power ~54.3% |
| Controlled Company | MGLD is a “controlled company” under NYSE American due to majority voting power by Gerber and Schoenberger |
| Proxyholder role | The proxy appoints Gerber and Schoenberger as proxies to vote shares at the 2025 Annual Meeting |
Expertise & Qualifications
- 40+ years of manufacturing/technology operating experience; owner-operator perspective across multiple industries and startups .
- Education: B.S., Environmental Studies, University of California, Santa Barbara .
- Board rationale: Provides insights on operations, management, compensation of management and employees, and acquisitions .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 4,697,993 shares |
| Ownership (% of class) | 10.9% |
| Ownership vehicle | Schoenberger Family Trust; Mr. Schoenberger is sole trustee |
| Options – exercisable/unexercisable | None outstanding for officers/directors as of 6/30/2025 |
| Pledging/Hedging | Company prohibits directors and executive officers from pledging or entering derivative transactions in company stock |
| Ownership guidelines | Not disclosed in the proxy excerpts reviewed |
Related-Party Exposure (Conflicts)
- Sale of Subsidiary (Brigadier Security Systems (2000) Ltd.) to SKCAL LLC (President: Scott Schoenberger) for total adjusted consideration of $2.3 million (initial $0.2M after signing; $1.0M at closing (7/1/2025); $1.1M on 9/1/2025). Reviewed and approved by the independent Audit Committee under the related-party policy; terms negotiated at arm’s length; customary reps, warranties, covenants, indemnities .
Governance Assessment
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Positives
- Significant skin-in-the-game: 10.9% beneficial ownership via family trust; no director cash/equity retainers received—reduces cash compensation conflicts for this director .
- Hedging/pledging prohibited for directors and executives—supports alignment and risk control .
- Related-party transaction (Brigadier sale) processed through independent Audit Committee and disclosed with detailed consideration and timing—mitigates conflict risk .
- 2024 Board engagement: all directors attended all Board meetings; independent director executive sessions at least annually .
- Strong shareholder support in 2025 director election (35.6M For vs. 7.5K Against) .
-
Risk indicators and potential red flags
- Controlled company with Voting Agreement: Gerber and Schoenberger collectively control ~54.3% of voting power, limiting minority shareholder influence on Board composition and key decisions .
- Independence tension: Independent directors list excludes Schoenberger, yet the Compensation Committee disclosure asserts all committee members (including him) meet independence criteria—this inconsistency merits scrutiny given his controlling shareholder status and committee role overseeing executive pay .
- Related-party transaction with an entity led by Schoenberger (SKCAL LLC) could pose perceived conflicts despite Audit Committee approval and arm’s-length assertion .
- Compensation Committee met only once in FY2025—could indicate limited cadence of oversight on executive compensation processes in a controlled-company context .
-
Signals to monitor
- Any future related-party transactions involving entities affiliated with Schoenberger or Gerber; continued use of independent committee review and full disclosure .
- Clarification of committee independence determinations relative to Board-level independence classifications in subsequent proxies .
- Director attendance disclosure for FY2025 committees (not provided per-director) and any changes in committee structures or charters .