Jeffrey D. Roberts
About Jeffrey D. Roberts
Independent director (Class I) appointed to Noble Roman’s, Inc. effective September 16, 2025; Founding Partner at Roberts Means Roncevic Kapela LLC since 2011; J.D., Indiana University Maurer School of Law; B.S., Indiana University Kelley School of Business (finance and marketing). Filings reviewed do not state his age; service on the NROM board began September 16, 2025, and he is a non‑employee director; the 8‑K states no related‑party transactions under Item 404(a) and compensation will follow the standard non‑employee director program.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roberts Means Roncevic Kapela LLC (Carmel, IN) | Founding Partner; Managing the firm; leads litigation practice group | 2011–present | Leads litigation practice; firm management responsibilities |
External Roles
| Company/Organization | Role | Dates | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in appointment 8‑K |
Board Governance
- Structure and committees: NROM has no standing audit, compensation, or nominating/governance committees; the full Board performs those functions. Previously, the Board designated Douglas H. Coape‑Arnold and Marcel Herbst as “Audit Committee Financial Experts,” and used the NYSE definition for independence.
- Independence baseline: As of the 2025 proxy, the Board determined Coape‑Arnold and Herbst were independent; Paul W. Mobley (Executive Chairman/CFO) and A. Scott Mobley (CEO/President) are executives. Roberts joined after the proxy was filed; the 8‑K indicates he is a non‑employee and has no Item 404(a) related‑party transactions; the proxy’s independence roster had not yet been updated for Roberts.
- Board composition changes: William Wildman (independent) died in 2025; the Board size was reduced, and later Herbst resigned (Sept 16, 2025) with Roberts appointed the same day to fill the vacancy.
- Shareholder meeting quorum risk: The 2025 Annual Meeting lacked a quorum and was adjourned without votes—an investor‑engagement and governance signal.
Board meetings and attendance
| Metric | 2023 | 2024 |
|---|---|---|
| Number of Board meetings held | 3 | 3 |
| Attendance disclosure | Each director attended meetings; all directors attended the 2023 annual meeting | Each director attended meetings; all directors attended the 2024 annual meeting |
Fixed Compensation
Director cash fees and structure
| Component | Structure / Amount | Notes |
|---|---|---|
| Annual retainer (non‑employee directors) | $18,000 (paid quarterly) | Applies to Roberts per appointment 8‑K |
| Per‑meeting fee | $500 per Board meeting attended | No standing committees at NROM (no committee fees) |
| Reimbursement | Out‑of‑pocket expenses reimbursed | — |
Actual director fees paid (reference year)
| Director | 2024 Total ($) |
|---|---|
| Douglas H. Coape‑Arnold | 19,500 |
| Marcel Herbst | 19,500 |
| William Wildman | 19,500 |
Roberts compensation approach: The 8‑K states he “will be compensated on the same basis as all other non‑employee directors” (retainer + meeting fees, eligible for options).
Performance Compensation
Equity and performance features for directors
| Item | Disclosure |
|---|---|
| Director equity awards in 2024 | None disclosed for directors (only cash fees shown) |
| Eligibility | Directors are eligible under the company stock option plan |
| Vesting mechanics (director options) | Vest one‑third each year; 10‑year expiration |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Roberts in appointment 8‑K |
| Interlocks / business dealings | 8‑K states Roberts has no direct or indirect material interest in transactions requiring Item 404(a) disclosure |
Expertise & Qualifications
- Legal and litigation expertise as a long‑tenured founding partner of a law firm; experience managing a professional services business.
- Formal business training (B.S. in finance and marketing), which may support oversight of financial and commercial matters.
Equity Ownership
| Item | Disclosure |
|---|---|
| Beneficial ownership reported | As of record date (Aug 25, 2025) the proxy lists executive officers and directors, but Roberts was appointed after the record date; his holdings are not shown in the 2025 proxy table. |
| Shares pledged | No pledging disclosed for Roberts. |
| Section 16 status note | The 2025 proxy’s Section 16 review covered 2024 and cites late Form 4s for certain officers (not Roberts). |
Governance Assessment
-
Positives
- Non‑employee director with legal and litigation leadership experience; no Item 404(a) related‑party transactions disclosed at appointment.
- Board uses NYSE independence standards; historical identification of independent directors and audit financial experts.
-
Concerns / RED FLAGS
- No standing audit, compensation, or nominating committees; the full Board handles these functions—uncommon and a governance risk for checks and balances.
- Executive Chairman concurrently serves as CFO; family relationship between Executive Chairman (Paul W. Mobley) and CEO (A. Scott Mobley); full Board (including insiders) participates in executive compensation decisions (officers abstain on their own comp), raising conflict‑of‑interest optics.
- Auditor turnover: Sassetti resigned as principal accountant on June 18, 2025; company evaluating alternatives for 2025.
- Shareholder engagement/turnout risk: 2025 Annual Meeting failed to reach quorum and was adjourned without votes.
- Option plan has no share limit, creating potential dilution risk if used aggressively in the future.
-
Implications for investors
- Roberts adds legal acumen, but the absence of independent committees and concentrated executive influence heighten governance risk. Monitoring for: (i) Board’s refreshment around financial expertise after Herbst’s departure; (ii) improved shareholder engagement post‑quorum failure; (iii) 2026 proxy updates on independence determinations, director equity awards (if any), and any committee formation or structural enhancements.