Paul W. Mobley
About Paul W. Mobley
Executive Chairman and Chief Financial Officer of Noble Roman’s, Inc. since November 2014; previously Chairman, CEO and CFO since December 1991; director since 1974; President from 1981 to 1997. Age 84; B.S. in Business Administration from Indiana University; identified by the board for “financial acumen” and deep company/industry knowledge; father of CEO A. Scott Mobley, reflecting a family leadership structure . Performance context: FY2024 revenue rose to $15.15M from $14.37M in FY2023 (≈+5.4% YoY), while net income swung to a small loss of $3,174 from +$1.46M in FY2023; TSR disclosures show volatility across recent years (e.g., TSR value of $84.30 for 2023 in the 2024 proxy) . Governance structure is atypical: no standing audit/compensation/nominating committees; the full board oversees these functions, with Mobley serving concurrently as Executive Chairman and CFO, implying non-independent board leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble Roman’s, Inc. | Executive Chairman & CFO | 2014–present | Separated Chair/CEO in 2014; led capital structure and governance under full-board committee model . |
| Noble Roman’s, Inc. | Chairman, CEO & CFO | 1991–2014 | Long-tenure leadership through format transition and franchising focus . |
| Noble Roman’s, Inc. | President | 1981–1997 | Directed operations through growth phases . |
| Noble Roman’s, Inc. | SVP; VP & COO | 1974–1981 | Early leadership, operational scaling . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arby’s Franchise Company | Significant Shareholder & President (17 franchise restaurants) | 1975–1987 | Multi-unit franchise operations experience; relevant to NROM’s non-traditional franchising strategy . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Salary (Executive Chairman & CFO) | $330,750 | $330,750 |
| Non-Equity Incentive | $0 | $0 |
| Option Awards (grant date fair value) | $0 | $12,667 |
| Total Compensation | $330,750 | $343,417 |
- Employment agreement nominal base for 2024 set at $716,625 in 10-K (proxy cites $714,000); Mobley voluntarily reduced salary to $330,750, with a contractual 5% annual cap on future increases tied to the 2020 credit facility .
- Perquisites: reimbursement of travel/expenses, automobile, health/accident insurance, group life insurance; premiums for insurance pledged to Corbel as security (per 10-K description) .
Performance Compensation
- No disclosed formulaic annual bonus metrics for Mobley; company confirms no separate compensation committee and executive pay set by long-term contracts; options are time-vested and approved by the full board .
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-vested Stock Options | 100% of equity awards | Not disclosed | Not disclosed | Options | Directors vest 1/3 per year; employees 3-year vest; 10-year term . |
Outstanding Options (Paul W. Mobley at 12/31/2024)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 70,000 | – | 1.00 | 6/23/2025 |
| 60,000 | – | 0.53 | 7/7/2026 |
| 70,000 | – | 0.51 | 7/7/2027 |
| 70,000 | – | 0.623 | 7/6/2028 |
| 80,000 | – | 0.60 | 7/2/2029 |
| 70,000 | – | 0.40 | 9/30/2030 |
| 70,000 | – | 0.70 | 7/2/2031 |
| 46,667 | 23,333 | 0.22 | 6/1/2032 |
| 0 | 316,667 | 0.38 | 8/24/2034 |
- Option plan: directors vest one-third annually; employees vest over three years; 10-year expiration; awards periodically recommended by Executive Chairman/CFO & CEO, approved by full board; plan has no share cap .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Notable Components |
|---|---|---|---|
| Paul W. Mobley | 3,572,702 | 15.0% | Includes 876,667 options, 400,000 shares via convertible notes, and 350,000 warrants . |
- Shares outstanding: 22,215,512 (record dates around Aug 2024/Aug 2025) .
- Pledging/Hedging: no pledging of company shares disclosed; insurance pledged to lender noted in employment terms; no hedging disclosures specific to Mobley observed .
- Ownership guidelines: not disclosed; compliance status not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Agreement Type | Long-term employment agreement; initial term 7 years; auto-renews annually for 7-year periods unless the board acts to not renew . |
| Base Compensation Reference (2024) | $716,625 nominal (10-K) / $714,000 (proxy); voluntarily reduced to $330,750 . |
| Annual Increases | Capped at 5% per annum per 2020 credit facility terms . |
| Benefits/Perqs | Automobile; health/accident insurance; group life; reimbursement of travel/expenses; insurance premiums tied to lender security (10-K) . |
| Termination | Terminable for cause as defined in agreement . |
| Change-of-Control | No benefits payable on change of control (single/double trigger not applicable) . |
| Non-Compete/Non-Solicit | Not disclosed in recent filings; skip. |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenue ($) | $14,373,574 | $15,149,600 |
| Net Income (Loss) ($) | $1,460,284 (benefit from ERC refund included) | $(3,174) |
| Franchising Revenue ($) | $4,665,187 | $5,540,968 |
| Non-Traditional Outlets Opened (count) | 68 opened, 10 closed (reported in FY2024 narrative) |
- Strategic highlights: refocus on non-traditional convenience-store franchising; 100-unit development agreement with Majors Management (Oct 2023), underpinning franchising growth trajectory .
- Capital structure: senior secured note extended to June 30, 2026; warrants with Corbel re-priced to $0.10 and extended; additional warrants tied to remaining outstanding principal after Aug 14, 2025, implying continuing dilution risk .
- TSR context: pay-versus-performance tables disclose TSR values illustrating volatility (e.g., 2023 TSR value $84.30 in 2024 proxy), supporting limited alignment of cash pay with market performance given absence of variable bonus plans for NEOs .
Board Governance
- Structure: classified board; no standing audit/compensation/nominating committees; full board performs these functions; Coape-Arnold and Herbst (and Wildman prior to his death) deemed independent; Mobley (Executive Chairman & CFO) and A. Scott Mobley (CEO) are not independent .
- Board meetings: 3 meetings in 2023; all directors attended; last annual meeting (2025) adjourned for lack of quorum (shareholder participation risk) .
- Audit oversight: board identified Audit Committee Financial Experts among independent directors; engaged and later saw resignation of Sassetti as principal accountant (June 18, 2025); auditors changed across 2023–2025 .
- Dual-role implications: Executive Chairman + CFO + director role, and father-son CEO/Chair structure, raise independence concerns and centralize compensation/oversight decisions within management .
Director Compensation
| Director | Fees Earned (Cash) | Option Awards | Total |
|---|---|---|---|
| Douglas H. Coape-Arnold | $21,000 | $2,000 | $23,000 |
| Marcel Herbst | $21,000 | $2,000 | $23,000 |
| William Wildman | $21,000 | $2,000 | $23,000 |
- Structure: $20,000 annual retainer (paid quarterly) plus $500 per board meeting; no additional pay for employee-directors (e.g., Mobley) .
- Prior year proxy disclosed $18,000 retainer + $500 per meeting; current-year 10-K reflects $20,000 retainer .
Other Directorships & Interlocks
- No other public-company boards for Mobley disclosed; internal related-party capital transactions (see below) .
Compensation Structure Analysis
- Shift toward options: continued reliance on time-vested stock options; absence of disclosed performance-based equity (e.g., PSUs) and annual cash incentive metrics for NEOs .
- Guaranteed vs at-risk pay: salary comprises nearly all cash compensation; absence of bonus payout despite TSR volatility suggests limited pay-for-performance sensitivity .
- Equity plan has no share cap, increasing dilution risk when combined with lender warrants and potential future issuances .
Related Party Transactions and Red Flags
- Notes and warrants: Mobley purchased a $200,000 subordinated note (with warrants) from director Marcel Herbst (Sept 2022); received 10% interest in 2024 alongside other subordinated holders .
- Expense reimbursements: Mobley repaid $50,000 (May 12, 2025) for American Express receipts that could not be located; similar remediation payment of $125,000 after 2023 review; ties directly to disclosed material weaknesses in controls over reimbursement documentation and account reconciliations .
- Section 16 compliance: late Form 4 filings for option grants (including 316,667-share grant to Mobley) for FY2024, highlighting insider reporting timeliness risk .
Equity Ownership & Dilution Context
| Major Holder | Beneficial Ownership | Notes |
|---|---|---|
| Corbel Capital Partners SBIC, L.P. | 2,250,000 warrants (with blocker mechanics previously noted; re-priced to $0.10; extended) | |
| BT Brands, Inc. & Gary Copperud | 1,437,184 shares (combined) |
- Additional lender warrant mechanics can require repurchase of shares via put rights within months after exercise; extension terms add further warrants depending on outstanding senior note after Aug 14, 2025 .
Say-on-Pay & Shareholder Feedback
- No say-on-pay results disclosed; 2025 annual meeting had no quorum and was adjourned without votes .
Expertise & Qualifications
- Financial acumen and extensive franchising/restaurant operating experience; board identifies him as contributing deep company and industry knowledge; CPA noted in 2024 proxy biography .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Noble Roman’s, Inc. | Director | 1974–present | Long-tenured director . |
| Noble Roman’s, Inc. | Executive Chairman & CFO | 2014–present | Separation of Chair/CEO roles in 2014 . |
| Noble Roman’s, Inc. | Chairman, CEO & CFO | 1991–2014 | Consolidated leadership . |
| Arby’s Franchise Company | President & Significant Shareholder | 1975–1987 | Operated 17 restaurants . |
Compensation Committee Analysis
- No separate compensation committee; full board supervises pay; directors who are officers do not vote on their own compensation; compensation for Executive Chairman/CFO and CEO set by long-term contracts; others recommended by Executive Chairman & CEO, reviewed by board .
- Participation: Paul W. Mobley, A. Scott Mobley, Coape-Arnold, Herbst, and Wildman participated in decisions for FY2024 (and FY2023) .
Additional Quantitative Context
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| TSR value of $100 initial investment | $107.59 | $68.85 | $84.30 |
- Company-level revenue and margins by venue disclosed in detail (restaurants, franchising, non-traditional), supporting focus on non-traditional franchising growth .
Investment Implications
- Alignment: High insider ownership (Mobley ~15%) aligns interests, but dual-role leadership (Executive Chair + CFO) and family CEO/Chair dynamic, combined with no independent committees, constrain governance independence and raise oversight risk .
- Retention risk: Long-duration, auto-renewing employment agreement with no change-of-control benefits reduces windfall risk; voluntary salary reductions suggest cost discipline, but lack of incentive metrics limits performance linkage; key-person risk cited in risk factors .
- Dilution and selling pressure: Significant outstanding options at low strikes (e.g., $0.22–$0.70) and lender warrants at $0.10 create potential overhang; vesting schedules and warrant issuance tied to senior note extension could amplify dilution and insider selling pressure around vesting/exercise windows .
- Controls and disclosure risk: Material weaknesses in expense reimbursement documentation and financial close reconciliations; late Section 16 filings; auditor changes; these are governance red flags that can weigh on investor confidence and broaden discount rates .
- Strategy execution: Non-traditional franchising growth (68 openings in 2024) supports revenue expansion, but FY2024 net loss and thin OTCQB trading, activist engagement, and debt service burden (SOFR + 9% with monthly amortization) temper near-term equity upside and elevate financing dilution risk .