Jeffrey Lerner
About Jeffrey Lerner
Independent director (age 44) serving on MGO Global’s Board since December 2023; a career marketing executive with seven years at Google and senior roles driving eCommerce and digital growth at Cricket Wireless (pre-sale to AT&T), Provide Commerce, and Online Guru . Lerner is also an independent contractor to MGO providing marketing consulting services to leadership, and the founder/CEO of Misnomer, a fractional CMO consultancy established in 2017 . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marketing and sales leadership roles | Seven-year period (years not individually specified) | Built digital marketing/eCommerce expertise | |
| Cricket Wireless | Director of eCommerce & Digital Marketing | Not disclosed | Delivered tens of millions in annual eCommerce revenue; reduced traffic acquisition costs prior to company’s sale to AT&T for $1.2B |
| Provide Commerce (ProFlowers, FTD.com, Shari’s Berries, Personal Creations) | Director of Acquisition Marketing | Not disclosed | Led eCommerce initiatives across multi-brand portfolio |
| Online Guru | Head of Marketing & Public Relations | Not disclosed | Scaled most visited automotive-related website in U.S. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Misnomer (fractional CMO consultancy) | Founder & CEO | Since 2017 | Advises start-ups on branding, marketing, PR strategies |
Board Governance
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee Chair; not on Audit Committee .
- Independence: Board determined Lerner is independent under Nasdaq Listing Rules; majority of MGOL’s board is independent .
- Attendance: The Board met five times in FY2023 and acted by written consent three times; all directors serving in FY2023 attended at least 100% of Board and applicable committee meetings .
- Tenure: Director since December 2023; nominated for re-election at the December 20, 2024 Annual Meeting .
Fixed Compensation
| Component (FY2023) | Amount (USD) |
|---|---|
| Cash Compensation | $1,879 |
| Equity Compensation (fair value) | $5,922 |
| Total | $16,340 |
| Notes | Only independent directors received director compensation in FY2023; reasonable expenses reimbursed |
Performance Compensation
| Award Type | Grant Date(s) | Shares | Vesting | Reported Fair Value |
|---|---|---|---|---|
| RSUs | Oct–Dec 2023 | 1,125 | Fully vested; converted into 1,125 common shares | Included in $5,922 2023 equity comp |
| RSUs | Dec 18, 2023 | 2,000 | Vesting schedule not specified in proxy | Included in $5,922 2023 equity comp |
No performance-based metrics (e.g., TSR, EBITDA, ESG) for director pay are disclosed in the proxy; director equity appears time-based RSUs rather than performance-conditioned .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock Notes |
|---|---|---|---|
| None (public companies) | — | — | Lerner has not previously held directorships in reporting companies |
Expertise & Qualifications
- Deep eCommerce and digital marketing experience across Google, wireless telecom, multi-brand online retail, and high-traffic consumer web platforms .
- Board leadership: Chair of Nominating & Corporate Governance Committee; member of Compensation Committee .
- Author and frequent marketing industry speaker, emphasizing relationship-driven growth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | As-of Date/Methodology |
|---|---|---|---|
| Jeffrey Lerner | 13,144 | 0.45% | Based on 2,904,001 shares outstanding; includes rights exercisable within 60 days of Nov 18, 2024 |
Pledging/Hedging: Company insider trading policy prohibits pledging, margin accounts, short selling, and similar hedging activities for directors, officers, and employees .
Governance Assessment
- Committee influence and independence: Lerner’s roles (NCG Chair; Comp member) position him to shape board composition and pay policies; Board affirms his independence under Nasdaq rules .
- Attendance and engagement: 100% meeting attendance in FY2023, indicating high engagement .
- Ownership alignment: Owns 13,144 shares (~0.45%), providing some alignment but modest stake relative to microcap context .
- Potential conflict signal (Red Flag): Lerner is concurrently an independent contractor providing marketing consulting to MGO. Under Nasdaq independence rules, acceptance of >$120,000 in compensation within 12 months could impair independence; the proxy still classifies him as independent and does not disclose related-party payments to Lerner, suggesting amounts below thresholds, but this dual role warrants investor monitoring for scope, fees, and committee decisions impacting his work .
- Related-party oversight: Audit Committee charter covers related-party transactions and independence; no related-party transactions disclosed involving Lerner; notable related party items involved executives and a consulting agreement with a former CMO’s nephew (Stand), not Lerner .
- Controls and policies: Company maintains a clawback policy (executives), committee charters, and prohibits pledging/hedging, supporting governance hygiene; clawback does not apply to director pay .
RED FLAGS
- Dual capacity as independent director and consultant to MGO could present perceived conflicts—particularly given Lerner’s roles on Compensation and as Nominating & Corporate Governance Chair; investors should monitor disclosures for consulting fees, scope, and recusals on decisions related to marketing outsourcing or director compensation .
- Modest personal share ownership may limit economic alignment relative to executives and major holders; consider whether director stock ownership guidelines exist (not disclosed) and if equity grants are sufficient to align incentives over time .
Positive Signals
- Full attendance and active committee leadership indicate engagement .
- Prohibitions on pledging/hedging and formal charters for committee oversight support governance quality .