A. Scott Mobley
About A. Scott Mobley
A. Scott Mobley (age 61) is Chief Executive Officer, President, Secretary, and a Class III director of Noble Roman’s, Inc. He has served as President and CEO since November 2014; previously President and COO (1997–2014); director since 1992; Secretary since 1993. He holds a B.S. in Business Administration from Georgetown University and an MBA from Indiana University .
Under his tenure, the company refocused growth toward non-traditional franchising (e.g., convenience stores), signing a 100-unit development deal in 2023 and opening 68 net new non-traditional outlets in 2024 as franchising revenue rose from $4.67M (2023) to $5.54M (2024) .
Pay-versus-performance disclosure shows Compensation Actually Paid vs TSR and net income trends; the company reported net loss in 2024 due largely to ERC timing effects while growing franchising revenue .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble Roman’s, Inc. | President & CEO | 2014–present | Led shift toward non-traditional franchising; 100-unit Majors Management development agreement and 2024 openings underpin franchising revenue growth . |
| Noble Roman’s, Inc. | President & COO | 1997–2014 | Senior operating leadership ahead of the CEO transition in 2014 . |
| Noble Roman’s, Inc. | Vice President; Director of Marketing | 1988–1997; 1987–1988 | Early commercial leadership roles . |
| Lithonia Lighting (division) | Strategic Planning Analyst | Pre-1987 | Pre-Noble Roman’s analytical role . |
External Roles
No public company board or external directorships disclosed for A. Scott Mobley .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $484,976 | $485,043 |
| Non-Equity Incentive Compensation | $0 | $0 |
| Option Awards (grant-date fair value) | $0 | $8,867 |
| Total Compensation | $484,976 | $493,910 |
Notes: Employment agreement fixes Scott’s 2024 base salary at $643,860 per 2025 proxy (the 2025 10-K references $637,851), but he voluntarily reduced actual salary to $485,043 in 2024 .
Performance Compensation
- No annual bonus plan disclosed for the CEO; 2023 and 2024 non‑equity incentive compensation were $0 .
- Equity compensation consists of stock options under an employee stock option plan; options generally vest over three years for employees (one‑third per year for director employees) and expire ten years from grant .
- The pay‑versus‑performance table shows Compensation Actually Paid and TSR context; for 2021–2023, the $100 initial TSR values were $107.59 (2021), $68.85 (2022), and $84.30 (2023) .
Equity Ownership & Alignment
| Ownership Metric | As of Aug 6, 2024 | As of Mar 1, 2025 | As of Aug 25, 2025 |
|---|---|---|---|
| Beneficially owned shares (#) | 1,782,911 | 1,944,578 | 1,944,578 |
| Ownership (%) | 7.7% | 8.4% | 8.4% |
| Options exercisable within 60 days (#) | 790,000 | 951,667 | 951,667 |
| Shares pledged as collateral | Not disclosed | Not disclosed | Not disclosed |
Outstanding options detail (as of Dec 31, 2024):
| Exercise Price | Expiration | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| $1.00 | 6/23/2025 | 70,000 | 0 |
| $0.53 | 7/7/2026 | 70,000 | 0 |
| $0.51 | 7/7/2027 | 90,000 | 0 |
| $0.623 | 7/6/2028 | 80,000 | 0 |
| $0.60 | 7/2/2029 | 100,000 | 0 |
| $0.40 | 9/30/2030 | 80,000 | 0 |
| $0.70 | 7/2/2031 | 120,000 | 0 |
| $0.22 | 6/1/2032 | 80,000 | 40,000 |
| $0.38 | 8/24/2034 | 0 | 221,667 |
Alignment takeaways:
- Large personal stake (8.4%) and long tenure align CEO with equity value .
- No pledging disclosed; no ownership guideline disclosures found .
- Near‑ and medium‑term option expirations (e.g., 2025–2034 ladders) may create periodic exercise/sale windows; 6/23/2025 tranche has passed, next being 2026/2027 tranches .
Employment Terms
| Term | Detail |
|---|---|
| Agreement type | Employment agreement with initial five‑year term; auto‑renews annually for another five‑year term unless the Board takes action not to renew . |
| 2024 Base salary (contractual) | $643,860 per 2025 proxy; 2025 10‑K references $637,851; voluntarily reduced to $485,043 paid in 2024 . |
| Increases | Salary increases limited to 5% per year per 2020 credit facility agreement . |
| Benefits | Reimbursement of travel/other expenses; company automobile; health/accident insurance similar to other employees; group life insurance . |
| Termination | Terminable for cause as defined in the agreement . |
| Change‑of‑control | No benefits payable upon a change of control (i.e., no CoC severance; no accelerated vesting specified here) . |
| Clawback/non‑compete | Not disclosed . |
Board Governance
- Board service: A. Scott Mobley has served as a director since 1992; is a Class III director and was nominated for re‑election at the 2024 annual meeting .
- Leadership structure: Roles of CEO and Chairman were separated in 2014; Paul W. Mobley (Scott’s father) serves as Executive Chairman and CFO . Company notes it may recombine roles in the future .
- Committees: No standing audit, compensation, or nominating committees; the full Board performs those functions. Executive directors participate in compensation discussions but do not vote on their own compensation .
- Independence: In 2024, Coape‑Arnold, Herbst, and Wildman were independent; following Wildman’s death in 2025, the Board noted Coape‑Arnold and Herbst as independent; later in September 2025, Herbst resigned and Jeffrey D. Roberts was appointed (compensated on same basis as other non‑employee directors) .
- Attendance: The Board met three times in 2024; all directors attended .
- Governance risks: OTC‑listed company not subject to exchange governance standards; 2024 10‑K disclosed material weaknesses in internal controls (expense documentation, close process reconciliations, documentation of controls) . The September 16, 2025 annual meeting lacked a quorum and was adjourned, indicating shareholder engagement/turnout risk .
Director Compensation (context)
Non‑employee directors receive a $20,000 annual retainer (paid quarterly) plus $500 per Board meeting; no extra pay for employee‑directors (e.g., A. Scott Mobley receives no additional director compensation) .
Performance & Track Record
Annual financials and unit development:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenue | $14.37M | $15.15M |
| Net Income (Loss) | $1.46M (benefit from ERC) | $(3,174) |
| Franchising Revenue | $4.67M | $5.54M |
| Non‑traditional units opened (12 months) | Not disclosed | 68 |
Operational commentary under CEO leadership:
- Strategy pivot to non‑traditional franchising (e.g., convenience stores) with a 100‑unit development agreement signed in October 2023; ongoing openings and pipeline growth through 2024 .
- Company‑owned Craft Pizza & Pub same‑store sales were up 2.9% in Q4 2024 vs Q4 2023, amid commodity inflation headwinds (notably cheese) and labor optimization .
- Q3 2024 call highlighted POS/online/third‑party delivery integration, ~1% same‑store sales growth for CPP in Q3, and an active refinancing process; noted strong franchising pipeline and cash generation YTD 2024 .
Compensation Structure Analysis
- Cash vs equity mix: CEO compensation is predominantly fixed salary with low‑dollar option grants; no annual cash bonus in 2023–2024, indicating limited direct pay‑for‑performance leverage in annual cash compensation .
- Equity vehicle: Options remain the primary equity vehicle; 2024 saw a new option grant (unexercisable tranche expiring 2034 at $0.38), consistent with 10‑year life and time‑based vesting .
- Governance controls: With no standing compensation committee and executive directors participating in compensation decisions (recusing on their own pay), there is heightened reliance on the full Board’s independence to supervise pay .
- Shareholder alignment: Significant personal ownership (8.4%) and voluntary salary reductions suggest alignment with equity value, though lack of disclosed performance metrics/targets limits external visibility into pay‑for‑performance calibration .
Risk Indicators & Red Flags
- Internal controls: Material weaknesses in expense documentation, close reconciliations, and control documentation (management remediation in progress) .
- Section 16 compliance: Late Form 4 filings noted for 2024 option grants (including A. Scott Mobley) .
- Capital structure/dilution: Senior secured debt amended in April 2025; warrants repriced to $0.10, extended to 2030, and an additional 750,000‑share warrant issued, with potential further warrants if the senior note remains outstanding, implying dilution overhang and financing execution risk .
- Governance: No standing committees; concentrated leadership (father as Exec Chairman/CFO, son as CEO), and 2025 annual meeting quorum failure .
Board Service Implications (dual-role)
- Dual roles: CEO (A. Scott Mobley) and Executive Chairman/CFO (Paul W. Mobley) are father and son; roles of CEO and Chairman are separated but may be recombined in the future per policy. The Board lacks standing committees and handles audit and compensation as a whole, with independent directors designated as financial experts. This structure raises independence concerns typical for closely held/OTC companies .
Investment Implications
- Alignment: Large insider ownership (8.4%) and voluntary salary reductions suggest alignment, but lack of disclosed performance bonus metrics and reliance on time‑vested options reduce explicit pay‑for‑performance linkage .
- Retention: Auto‑renewing five‑year employment agreement with modest annual raise cap and no CoC benefits, combined with long tenure and significant equity stake, indicate low near‑term retention risk for the CEO .
- Trading signals: Option expirations/vesting cadences and expanded lender warrant package (repriced to $0.10 with potential additional issuances) create periodic supply/dilution overhangs, especially tied to refinancing milestones .
- Execution risk: Continued success depends on executing the non‑traditional franchise growth strategy while managing leverage and addressing internal control weaknesses; 2024 revenue grew and franchising expanded despite a small net loss driven by non‑recurring ERC dynamics .