Jacqueline Goldman
About Jacqueline Goldman
Independent director since January 11, 2023; age 65 (as of the 2025 proxy). CEO and President of Puzzles Plus, Inc. for over 33 years; prior International Trade banker; BA in International Marketing from Baruch College. Designated Audit Committee Financial Expert; resigned as Class I director prior to the June 17, 2025 annual meeting due to personal reasons.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puzzles Plus, Inc. | CEO & President | Over 33 years | Business/marketing expertise in commercial paper/inks; consulting to printers, museums, national daycare centers |
| Financial institutions (NY & FL) | International Trade Banker | Not disclosed | Background in trade finance |
External Roles
- No other public company directorships disclosed; primary role is CEO of Puzzles Plus (private).
Board Governance
- Board size fixed at 3; as of 2025 only two directors (Goldman and CEO/Chair Matthew Winger); the Board may add directors post-2025 meeting. Combined Chair/CEO structure; no Lead Independent Director.
- Committees: Only Audit Committee exists; Board acts as Nominating and Compensation.
- Audit Committee: Goldman (Chair, independent, financial expert) and Winger (not independent). In 2024, committee included Liebowitz (not independent), Winger (not independent), and Goldman (independent, financial expert).
- Independence: Board affirmatively determined Goldman is independent under NASDAQ guidelines.
- Attendance: 2024 Board held 4 meetings; each director attended 100%. In 2023, Board held 3 meetings; each director attended at least 75%.
- Director resignation: Goldman resigned prior to the June 17, 2025 Annual Meeting; her election proposal was withdrawn.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer policy ($) | $3,000 | $50,000 (modified Dec 22, 2024) |
| Goldman cash fees ($) | $3,000 | $100,000 (paid for 2023 and 2024 board service per policy change) |
Notes:
- Board modified fees on Dec 22, 2024 to $50,000 cash + 30,000 RSUs per year; Goldman also received 2023 fees paid in 2024.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director equity policy (RSUs per year) | — | 30,000 RSUs per year (policy change Dec 22, 2024) |
| Goldman stock awards ($) | $0 | $100,200 (stock awards value) |
| Outstanding equity awards at FY-end | None outstanding to directors/NEOs | None outstanding to directors/NEOs |
- Performance metrics or vesting schedules tied to director equity not disclosed; company’s 2024 Incentive Compensation Plan permits performance-based awards but per-person annual cap for non-employee directors is $250,000 fair value.
Other Directorships & Interlocks
- No public company boards for Goldman disclosed; no interlocks with NNUP competitors/suppliers/customers identified.
Expertise & Qualifications
- Audit Committee Financial Expert designation; independent status affirmed.
- Deep industry knowledge in commercial paper, paper-board, inks/dyes; consulting experience across museums, printers, national daycare centers.
- Education: BA, International Marketing, Baruch College (CUNY).
Equity Ownership
| Metric | 2024 (Record date: Apr 15, 2024) | 2025 (Record date: Apr 24, 2025) |
|---|---|---|
| Beneficially owned shares | 3,000 | 63,000 |
| Ownership % of outstanding | <1.0% | <1.0% (group total 1.9%; individual marked “* less than 1.0%”) |
| Options (exercisable/unexercisable) | None disclosed | None disclosed |
| Shares pledged as collateral | Not disclosed | Not disclosed |
| Stock ownership guidelines | Not disclosed | Not disclosed |
| Anti-hedging policy | Company does not prohibit hedging; no anti-hedging policy in place | Company does not prohibit hedging; no anti-hedging policy in place |
Say-on-Pay & Shareholder Feedback
| Vote Category | 2024 (Meeting: Jun 17, 2024) | 2025 (Meeting: Jun 17, 2025) |
|---|---|---|
| For | 7,149,444 | 1,544,162 |
| Against | 36,342 | 5,202,215 |
| Abstain | 1,458 | 1,106 |
| Broker Non-votes | 886,732 | 670,595 |
- 2024 say-on-pay approved; 2025 say-on-pay not approved (Board noted NEO cash comp was modest and prior large RSU to former officer skewed disclosure).
Related Party Transactions (Company context)
- Consulting agreement with Frost Gamma Investments Trust (Phillip Frost, >5% holder) for three years ending Sep 11, 2026; 65,790 shares to be issued ratably; Board reviews related party transactions in practice but has no formal written policy.
- Equity issuance to MSL 18 HOLDINGS LLC (controlled by then-CEO Liebowitz) in 2022 private placement (1,250,000 shares for $1.75M).
Governance Assessment
-
Strengths: Goldman’s independence and audit expertise; 100% meeting attendance in 2024; chairing Audit Committee; designated financial expert.
-
Concerns:
- Resignation of Goldman (Audit Chair) prior to 2025 Annual Meeting reduces independent oversight; Board remains very small (2 directors) with combined Chair/CEO and no Lead Independent Director. RED FLAG.
- Audit Committee includes a non-independent member (Winger), contrary to best-practice fully independent audit committees; committee did not hold meetings in 2024 (acted by written consent). RED FLAG.
- Lack of formal related-party transaction policy and absence of anti-hedging policy. RED FLAG.
- Director compensation escalated sharply from $3,000 to $50,000 cash plus RSUs per year; Goldman received $200,200 total in 2024 (cash + stock), indicating increased guaranteed compensation vs prior years; assess pay-for-performance alignment given small company scale.
- 2025 say-on-pay failed, signaling shareholder dissatisfaction with compensation practices; Board commentary attributes skew to a forfeited award to a former officer. RED FLAG.
-
Overall: Goldman brought relevant industry and financial oversight expertise, but her 2025 resignation and the company’s structural governance weaknesses (small board, combined leadership, non-independent audit committee member, policy gaps) are negative signals for investor confidence.