Douglas H. Coape-Arnold
About Douglas H. Coape-Arnold
Independent Class I director of Noble Roman’s, Inc. since 1999; age 79 as of the 2025 proxy. Background includes Managing General Partner of Geovest Capital Partners, L.P. (since 1997) and former Managing Director at TradeCo Global Securities, Inc. (1994–2002). Chartered Financial Analyst (CFA). Board is classified; Coape‑Arnold stands for election in the Class I cycle and was re‑elected at the August 27, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TradeCo Global Securities, Inc. | Managing Director | 1994–2002 | Finance/markets background cited by board as valuable |
| Noble Roman’s, Inc. | Director (Class I) | 1999–present | Participates in board‑wide audit and compensation functions (no standing committees) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Geovest Capital Partners, L.P. | Managing General Partner | 1997–present | Long‑tenured investment role; CFA credential |
Board Governance
- Independence: Board determined Coape‑Arnold is independent under NYSE standards .
- Committee structure: Company has no standing audit, compensation, or nominating committees; the full board performs these functions .
- Audit expertise: Board determined Coape‑Arnold qualifies as an “Audit Committee Financial Expert” .
- Attendance and engagement: In 2024 the board met three times and “each of the directors” attended; all directors attended the August 27, 2024 annual meeting .
- Election results: Re‑elected as Class I director on Aug 27, 2024 (Votes For: 4,280,672; Withheld: 2,965,939) .
- Board classification and size: Classified board; following the death of William Wildman in 2025, board size set to four directors .
- Nomination and compensation processes: Full board conducts nominations and oversees executive compensation; officer‑directors do not vote on their own compensation .
Fixed Compensation
| Year | Annual Retainer (Cash) | Meeting Fees (Cash) | Total Director Cash Fees | Notes |
|---|---|---|---|---|
| 2023 | $18,000 | $500 per meeting | $19,500 (Coape‑Arnold) | Paid quarterly; reimbursed for out‑of‑pocket expenses |
| 2024 | $18,000 | $500 per meeting | $19,500 (Coape‑Arnold) | No standing committee fees |
Performance Compensation
| Metric | 2023 | 2024 | Program Terms |
|---|---|---|---|
| Director option awards granted | None (for directors) | None (for directors) | Directors are eligible for stock options; vest one‑third per year; 10‑year expiration |
| Performance metrics tied to director pay | Not disclosed | Not disclosed | Compensation program supervised by entire board; no separate committee |
Equity incentive plan covers employees, officers, and directors; options vest one‑third annually and expire in 10 years . No director option grant amounts reported in the 2023–2024 director compensation tables .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (outside NROM) | None disclosed in proxy biographies |
| Compensation committee interlocks | Full board handled compensation; Coape‑Arnold participated in executive compensation decisions for FY2023 and FY2024 |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Chartered Financial Analyst; board cites his “financial acumen and strong business background” .
- Determined by board as an Audit Committee Financial Expert .
- Long‑tenured investment and securities experience (Geovest, TradeCo) .
Equity Ownership
| As‑of Date | Beneficially Owned Shares | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Aug 6, 2024 | 305,000 | 1.4% | Includes 305,000 shares subject to options exercisable within 60 days |
| Aug 25, 2025 | 325,000 | 1.4% | Includes 325,000 shares subject to options exercisable within 60 days |
- Outstanding shares: 22,215,512 as of Aug 6, 2024 and Aug 25, 2025 .
- Section 16(a) compliance: Proxy notes late Form 4 filings for three executives (A. Scott Mobley, Paul W. Mobley, Troy Branson); no deficiency disclosed for Coape‑Arnold for 2024 .
Governance Assessment
- Independence and audit expertise are positives: Coape‑Arnold is formally independent and designated an Audit Committee Financial Expert .
- Engagement signal: 2024 re‑election secured with 4.28M votes for vs 2.97M withheld; shareholder support, though with a material withhold tally to monitor .
- Board structure red flags: Absence of standing audit/compensation/nominating committees places audit oversight and pay decisions with the full board, which includes executives, potentially weakening independent oversight .
- Financial reporting risk indicators: Restatement of 2022 balances due to prior‑period errors and identification of material weaknesses; resignation of auditor Sassetti in June 2025; both are governance risk signals requiring heightened audit oversight by independent directors .
- Shareholder engagement risk: 2025 annual meeting lacked quorum and was adjourned without votes, reflecting participation challenges and potential governance friction .
Board Governance (Detail)
| Attribute | Status |
|---|---|
| Independence (NYSE definition) | Independent |
| Committee memberships | No standing committees; full board handles audit and compensation |
| Audit expertise designation | Audit Committee Financial Expert |
| Attendance (Board) | 3 meetings in 2024; each director attended |
| Annual meeting attendance | All directors attended Aug 27, 2024 meeting |
| Lead Independent Director | Not disclosed |
Insider Trades
| Item | 2024 |
|---|---|
| Section 16(a) compliance (Coape‑Arnold) | No late filings disclosed for Coape‑Arnold; late Form 4s noted for A. Scott Mobley, Paul W. Mobley, and Troy Branson |
Potential Conflicts and Related‑Party Exposure
- Policy requires transactions with officers/directors/principal shareholders to be approved by a majority of disinterested directors and on arm’s‑length terms .
- No related‑party transactions involving Coape‑Arnold disclosed in the proxies or recent 8‑Ks .
Director Compensation Program Notes
- Cash compensation only for 2023–2024: $18,000 annual retainer paid quarterly plus $500 per board meeting; Coape‑Arnold received $19,500 in each year .
- Equity: Directors are eligible for option grants under the employee stock option plan; options vest one‑third per year and expire after ten years; no director option awards shown in the 2023–2024 director compensation tables .
Additional Signals
- Auditor transitions: Assurance Dimensions engaged in Dec 2023; Sassetti engaged in Aug 2024; Sassetti resigned effective June 18, 2025; board evaluating alternatives for 2025 .
- Restatement/non‑reliance: Company restated 2022 opening balance sheet due to prior‑period error; management identified material weaknesses; underscores the importance of independent director audit oversight .
Overall governance posture combines an independent, financially sophisticated director (Coape‑Arnold) with structural weaknesses (no standing committees) and recent reporting/audit challenges—factors that investors typically monitor for board effectiveness and investor confidence .