Julian Groves
About Julian Groves
Julian Groves (age 52) has served as MGO Global’s Chief Operating Officer since August 2022 and as a Director; he brings 25+ years of apparel and retail leadership with full P&L responsibility across EMEA and DTC brands . His employment agreement (amended March 27, 2024) provides a $250,000 base salary with a discretionary bonus up to 25% of base tied to board‑set goals, plus insurance and auto allowances; equity awards include stock options and RSUs with time‑based vesting schedules . The Board reports four of seven directors as independent; Groves serves as an executive director and advisor (non‑member) to the Nominating & Corporate Governance Committee, with 100% attendance at FY2023 board/committee meetings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EC2M Holdings Limited | Chief Executive Officer | May 2014 – Mar 2021 | Led brand-building for London Persona; oversaw DTC launch and B2B representation (Trickers) across North America . |
| J Brand Europe | Sales Director, EMEA | May 2013 – May 2014 | Drove premium denim growth in EMEA following Fast Retailing’s J Brand acquisition . |
| True Religion | General Manager, EMEA | Oct 2010 – Mar 2013 | Full P&L for EMEA; managed Switzerland operations and regional commercialization . |
External Roles
- No current public company board roles disclosed in MGOL’s proxy biography .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $250,000 annually | Amended & restated agreement, further amended Mar 27, 2024 . |
| Target Bonus % | Up to 25% of base; discretionary, tied to board‑set performance goals | Committee indicates bonuses may consider monthly revenue generated by executives’ actions . |
| Insurance Allowance | Company pays/reimburses term life & disability premiums up to $10,000 annually | Per employment agreement. |
| Auto Allowance | $1,000 per month during term | Per employment agreement. |
Performance Compensation
Summary Compensation (Named Executive Officer)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 83,208 | - | - | - | - | 83,208 |
| 2023 | 130,000 | 92,088 | 32,807 | 292,636 | - | 547,531 |
Incentive Bonus Framework (Cash)
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Discretionary incentive bonus | Not disclosed | Up to 25% of base salary | 2023 payout: $92,088 | Cash (no vesting) |
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options (IPO program) | Various per program | 300,000 total (100k exercisable; 200k unexercisable as of 12/31/23) | $5.00 | 01/12/2028 | 100k vested 08/01/2023; 100k vested 01/13/2024; 25k vest each on 03/31/2024, 06/30/2024, 09/30/2024, 12/31/2024 . |
| RSUs (pre‑2024 balance) | Prior grants | 30,660 unvested at 12/31/23 | — | — | Vested on 02/17/2024; each RSU converted to 1 share . |
| RSUs (amendment) | 03/27/2024 | 100,000 units | — | — | Vest/convert quarterly over FY2024 . |
| Stock Options (amendment) | 2024 (subject to board approval) | 100,000 shares | 110% of closing price before grant | Five years (vesting date: 01/01/2025) | Vests 01/01/2025 . |
| RSUs (alternative disclosure) | 03/27/2024 | 10,000 units | — | — | Vest quarterly over FY2024 . |
| Stock Options (alternative disclosure) | 2024 (subject to board approval) | 10,000 shares | 110% of closing price | Five years (vest 01/01/2025) | Vests 01/01/2025 . |
- Note: MGOL’s April 2024 DEF 14C and 2024 10-K disclose 100,000 RSUs and 100,000 options granted/approved in 2024 , while later S‑1/A and DEF 14A reference 10,000 RSUs and 10,000 options for the same amendment date . This discrepancy warrants confirmation with MGOL’s exhibits or subsequent filings.
Vesting Timeline (chronological)
| Date | Instrument | Amount |
|---|---|---|
| 08/01/2023 | Stock Options (vested) | 100,000 |
| 01/13/2024 | Stock Options (vested) | 100,000 |
| 02/17/2024 | RSUs (vested) | 30,660 |
| 03/31/2024 | Stock Options (vested) | 25,000 |
| 06/30/2024 | Stock Options (vested) | 25,000 |
| 09/30/2024 | Stock Options (vested) | 25,000 |
| 12/31/2024 | Stock Options (vested) | 25,000 |
| Quarterly FY2024 | RSUs (vest/convert) | Pro‑rata from 100,000 or 10,000 grant (conflicting disclosures) |
| 01/01/2025 | Stock Options (vest) | 100,000 or 10,000 (conflicting disclosures) |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Julian Groves (Director, COO) | 168,664 | 5.81% | Includes 15,000 held by Globally Digital Ltd., owned/controlled by Groves . |
| Pledging/Hedging | — | — | Proxy states “no arrangement, including any pledge … may result in a change in control,” indicating no pledging disclosed . |
| Ownership Guidelines | — | — | No executive stock ownership guidelines disclosed in filings . |
Employment Terms
- Agreement: Two‑year employment agreement dated July 19, 2022; amended/restated Oct 13, 2022; further amended Mar 27, 2024 .
- Severance: If terminated without cause or for good reason, entitled to Accrued Amounts plus 12 months of base salary and COBRA payments, plus a lump sum equal to 100% of base salary; for cause/death/disability/non‑renewal or voluntary without good reason, only Accrued Amounts .
- Change‑of‑Control: Not expressly disclosed in cited sections; accelerated vesting terms not provided for Groves .
- Clawback: Company discloses a policy on clawback and recovery of compensation; detailed triggers not provided in cited excerpt .
- Start Date & Tenure: Appointed COO in August 2022; Director since August 2022 .
- Perquisites: Insurance reimbursements up to $10,000 annually; $1,000/month auto allowance .
Board Governance and Director Service
- Board Service: Director since 2022; no committee memberships listed; serves as advisor (non‑member) to the Nominating & Corporate Governance Committee; Chairman of that committee is Jeffrey Lerner .
- Independence: The Board determined 4 of 7 nominees are independent; Groves is a management director and not among named independent directors .
- Attendance: Directors serving in FY2023 attended 100% of Board and applicable committee meetings .
- Director Compensation: Only independent directors received board compensation in FY2023; executive directors (including Groves) did not receive director fees .
Performance & Track Record
- Background achievements: Led DTC and B2B brand initiatives (London Persona; Trickers), premium denim growth (J Brand Europe), and regional P&L for True Religion EMEA .
- Stock/financial performance metrics during tenure (TSR, revenue growth, EBITDA growth): Not disclosed for Groves individually in cited filings .
Risk Indicators & Red Flags
- Section 16(a) compliance: Original Form 3 filings were late in 2023 per 10‑K and DEF 14A disclosures .
- Legal/Regulatory: Company reports no criminal convictions, bankruptcies, or regulatory sanctions for current officers/directors over past 10 years .
- Pledging/Hedging: No pledging arrangements disclosed in beneficial ownership table .
Compensation Structure Analysis
- Mix and Discretion: Compensation Committee retains broad discretion; bonuses may consider monthly revenue generated by executives, indicating less formulaic pay‑for‑performance link and potential for discretionary awards .
- Equity Structure: Predominantly time‑based vesting (options and RSUs), which aligns retention incentives but limits direct performance metric alignment .
- Repricing/Modifications: No option repricing disclosed; 2024 equity amendments present conflicting share quantities across filings (requires confirmation) .
Compensation Peer Group & Say‑on‑Pay
- Peer Group: Committee may analyze peer independent director compensation; specific executive compensation peer group and percentile targets not disclosed .
- Say‑on‑Pay: Historical approval percentages not disclosed in cited documents .
Expertise & Qualifications
- Domain expertise: Apparel/retail operations, wholesale/ecommerce, EMEA market leadership, P&L management .
- Education/credentials: Not disclosed in cited excerpts .
Past Roles
(See table above.)
External Roles
(See section above; none disclosed.)
Investment Implications
- Alignment vs performance: Time‑based equity and discretionary bonuses imply moderate alignment; lack of explicit, weighted performance metrics (e.g., revenue growth, EBITDA, TSR) reduces pay‑for‑performance transparency .
- Selling pressure: RSUs vesting quarterly in 2024 and sizable option tranches vesting through 2024 and on 01/01/2025 could create episodic insider selling windows; monitor Form 4s around these dates .
- Ownership: Groves’ 5.81% beneficial stake is meaningful for a small‑cap and supports alignment; no pledging disclosed mitigates collateral risk .
- Retention economics: Severance of ~1x salary (plus COBRA and a lump‑sum 1x salary) provides moderate protection; change‑of‑control acceleration not disclosed, limiting event‑driven payout risk .
- Governance: Dual role as Director + COO and advisory presence on Nominating & Governance Committee warrants oversight; Board independence (4/7) and 100% attendance are positives, but executive‑director status implies reduced independence .
- Data quality check: Conflicting 2024 equity grant sizes (100k vs 10k) across filings require verification in exhibits or subsequent 8‑Ks before modeling dilution and potential sale cadence .