David Goldman
About David M. Goldman
David M. Goldman, age 51, has served as an independent director of M‑tron Industries, Inc. since 2022. He is General Counsel of Associated Capital Group, Inc. (since 2021) and General Counsel and Senior Vice President – Business Development at GAMCO Asset Management, Inc. (since 2011), with prior senior legal/compliance roles at Deutsche Asset Management, Inc. (1998–2011). He is an Adjunct Professor of Law at Fordham University School of Law and serves on the Board of Advisors of the Earl Monroe New Renaissance Basketball School; he holds a B.S. in Accounting (Indiana University – Bloomington), LL.M. (Georgetown University), and J.D. (University of Maryland) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Asset Management, Inc. | Senior legal, compliance and business roles | 1998–2011 | Senior leadership across legal/compliance functions |
| Fordham University School of Law | Adjunct Professor of Law | Not specified | Academic teaching; governance/legal expertise |
| Earl Monroe New Renaissance Basketball School | Board of Advisors | Not specified | Advisory role; community engagement |
External Roles
| Organization | Role | Tenure | Public Company Directorships |
|---|---|---|---|
| Associated Capital Group, Inc. | General Counsel | 2021–present | None (employment role) |
| GAMCO Asset Management, Inc. | General Counsel and SVP – Business Development | 2011–present | None (employment role) |
| Teton Advisors, Inc. | Director (prior) | 2021–2022 | Prior public company directorship |
Board Governance
- Independence: The Board determined Goldman is independent under NYSE American rules; six of seven directors are independent .
- Committee assignments: Goldman did not serve on any Board committee during 2024 .
- Attendance: In 2024, the Board met 9 times; all directors attended at least 75% of Board and committee meetings; all directors standing for election attended the 2024 Annual Meeting .
- Board leadership context: Bel Lazar is Chairman; John S. Mega is Lead Independent Director; Marc Gabelli serves as Advisor to the Chairman, with the Chairman and Advisor splitting the $100,000 annual chair retainer .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base annual cash retainer | $10,000 | Paid quarterly in arrears |
| Meeting fee (Board, in person) | $2,000 | Per meeting |
| Meeting fee (Board, telephonic) | $750 | Per meeting |
| Committee meetings | $750 | Per meeting |
| Committee chair cash retainers | Audit $2,000; Comp $1,000; Governance $1,000; Nominating $1,000 | Annual, paid quarterly |
| Chairman/Advisor cash retainer | $100,000 split between Chairman and Advisor | Paid quarterly; split since Sept 20, 2023 |
| Director (2024) | Fees Earned/Paid (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| David M. Goldman | $15,250 | $15,011 | $30,261 |
Performance Compensation
| Equity Award Type | Grant Timing | Vesting | Value |
|---|---|---|---|
| Restricted stock (non-employee directors) | Granted March 21, 2025 | Immediate vesting on grant | $15,000 per director |
| Performance Metric | Application to Director Compensation | Disclosure |
|---|---|---|
| Revenue growth, EBITDA, EPS, ROE, TSR | Executive compensation metrics; not applied to director pay | No director-specific performance metrics disclosed |
Directors receive fixed cash and time-based equity with immediate vest; no performance-linked metrics are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Tenure |
|---|---|---|---|
| Teton Advisors, Inc. | Public company | Director (prior) | 2021–2022 |
- Interlocks and potential conflicts:
- Goldman is GC at Associated Capital Group and GC/SVP at GAMCO Asset Management; M‑tron invests corporate cash in U.S. Treasury funds managed/advised by GAMCO, with $10.4 million under management at 12/31/2024 and approx. 8 bps fees deducted at fund level .
- Multiple directors have Gabelli/GAMCO affiliations (e.g., Marc Gabelli; Hendi Susanto at GAMCO), increasing perceived related-party exposure; the Corporate Governance Committee and Audit Committee oversee related-party transactions per charters .
Expertise & Qualifications
- Financial expertise, M&A, governance cited in Board skills matrix for Goldman .
- Legal/compliance leadership in asset management and public company governance experience (Teton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| David M. Goldman | 2,032 | <1% | Shares outstanding: 2,915,189 as of 4/15/2025 |
- Hedging/pledging: Company discourages hedging/pledging but has not adopted prohibitions; no Goldman-specific pledging disclosed .
- Section 16 compliance: Company states all required filings were timely for 2024 except specific late filings for Cameron Pforr; no exceptions noted for Goldman .
Governance Assessment
- Positives:
- Independent status affirmed; presence of Lead Independent Director; committee oversight of related-party transactions; Board met 9 times with ≥75% attendance, supporting baseline engagement .
- Director compensation is modest and includes equity, promoting some alignment (2024 total $30,261 for Goldman; 2025 equity grant $15,000 immediate vest) .
- Strong shareholder support for executive say‑on‑pay in 2024 (96.9% approval), a general signal of investor confidence in governance and pay practices .
- Watch items / RED FLAGS:
- Related-party exposure via GAMCO-managed funds ($10.4M managed; fees deducted at fund level) while Goldman and other directors hold senior roles/affiliations in Gabelli/GAMCO entities; requires robust recusal and committee oversight to mitigate conflicts .
- No formal prohibition on hedging/pledging; while discouraged, absence of a hard ban is viewed unfavorably by many investors focused on alignment .
- Goldman did not serve on any Board committee in 2024, potentially limiting direct oversight contributions despite his legal/financial expertise; consider future committee placements (e.g., Governance/Audit) to enhance board effectiveness .
Overall, Goldman brings material legal, governance, and financial expertise; however, the network of Gabelli/GAMCO ties and GAMCO-related investment activity warrants continued scrutiny and transparent handling under the Company’s related-party policies and committee oversight .