Troy Branson
About Troy Branson
Troy Branson (age 61) is Executive Vice President of Franchising at Noble Roman’s, Inc., a role he has held since 1997; he previously served as Director of Business Development (1992–1997) and holds a B.S. in Business from Indiana University . Company performance context during his tenure highlights the pivot to non-traditional franchising, including a 100-unit development agreement in October 2023 with Majors Management, alongside 68 new non-traditional openings in 2024 . Over 2023–2024, revenue rose from $14.37M to $15.15M, operating income fell from $3.44M to $1.48M, and net income shifted from $1.46M to a small loss of $(3,174) . Corporate pay-versus-performance disclosures show TSR of $107.59 (2021), $68.85 (2022), and $84.30 (2023) for a hypothetical $100 investment, with compensation actually paid relatively flat for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noble Roman’s, Inc. | Director of Business Development | 1992–1997 | Led business development during early franchising push |
| Noble Roman’s, Inc. | Executive Vice President of Franchising | 1997–Present | Scaled non-traditional franchising; 68 openings in 2024; 100-unit development agreement signed Oct-2023 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Branson-Yoder Marketing Group | Owner | 1987–1992 | Marketing/operator experience foundational to franchise growth focus |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $191,798 | $202,472 | $240,668 |
| Non-Equity Incentive ($) | $18,016 | $0 | $0 |
Notes:
- No target bonus percentage disclosed; bonuses appear discretionary and were not paid in 2023–2024 .
- No RSUs/PSUs disclosed; equity incentives are stock options .
Performance Compensation
| Year | Instrument | Grant Date Fair Value ($) | Plan Terms | Vesting |
|---|---|---|---|---|
| 2022 | Stock Options | $2,800 | Employee stock option plan; options expire 10 years from grant | Non-director employees: 3-year vesting; directors: 1/3 annually |
| 2023 | Stock Options | $0 (no grants) | — | — |
| 2024 | Stock Options | $3,200 | Plan maintained; 919,334 options granted across company; 245,500 forfeited | Non-director employees: 3-year vesting; directors: 1/3 annually |
No formal performance metrics (e.g., revenue/EBITDA/TSR-based weighting, targets, payouts) are disclosed for Troy Branson’s incentives; awards are time-vested options under the employee stock option plan .
Outstanding Equity Awards (FY-end detail)
| Option (Exercisable unless noted) | Strike ($) | Expiration |
|---|---|---|
| 40,000 | 1.00 | 6/23/2025 |
| 35,000 | 0.53 | 7/07/2026 |
| 42,500 | 0.51 | 7/07/2027 |
| 42,500 | 0.623 | 7/06/2028 |
| 42,500 | 0.60 | 7/02/2029 |
| 30,000 | 0.40 | 9/30/2030 |
| 35,000 | 0.70 | 7/02/2031 |
| 70,000 (Unexercisable) | 0.22 | 6/01/2032 |
| 80,000 (Unexercisable) | 0.38 | 8/24/2034 |
Plan mechanics: Non-director employees vest over three years; option term 10 years from grant .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Aug 6, 2024 | 397,500 | 1.8% | Includes options subject to plan |
| Mar 1, 2025 | 447,500 | 2.0% | Includes 417,500 options; mix indicates limited direct share ownership |
Additional alignment signals:
- No pledging/hedging practices disclosed for Troy Branson in proxy/10-K .
- Section 16(a) compliance issue: Troy Branson did not timely file a Form 4 relating to 80,000-share option grant, alongside other executives—governance red flag .
Employment Terms
- No individual employment agreement disclosed for Troy Branson; only Paul W. Mobley (Exec Chair/CFO) and A. Scott Mobley (CEO) have long-term contracts with automatic renewals and no change-of-control benefits .
- Severance/change-of-control, clawbacks, tax gross-ups, non-compete/non-solicit terms for Troy Branson are not disclosed in DEF 14A/10-K .
- Equity plan vesting and 10-year option expirations apply per company plan to non-director employees .
Performance & Track Record Context
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | $14,373,574 | $15,149,600 |
| Operating Income ($) | $3,439,685 | $1,475,038 |
| Net Income (Loss) ($) | $1,460,284 | $(3,174) |
| Non-Traditional Openings (#) | — | 68 opened; 10 closed |
| TSR (Value of $100 Investment) | $107.59 (2021) | $68.85 (2022) |
| TSR (Value of $100 Investment) | $84.30 (2023) | — |
Operational notes:
- Strategic shift toward non-traditional convenience-store franchises; 100-unit development agreement with Majors Management in Oct 2023 .
- Same-store sales improved 2.9% in Q4 2024 vs Q4 2023; franchising margin contribution remained high despite ERC comparability issues .
Compensation Structure Analysis
- Mix shift: Compensation remains heavily cash base with modest option grants; no RSUs/PSUs or formal performance-based equity—lower performance linkage vs peers .
- No bonus paid in 2023–2024 despite revenue growth; discretionary nature implies limited pay-for-performance sensitivity .
- Equity awards are time-vested options, not tied to revenue/EBITDA/TSR metrics; easier vesting vs PSUs suggests retention focus over performance risk .
- Governance and controls: Material weaknesses in internal controls (expense reimbursements, reconciliations, documentation) elevate oversight risk; Section 16 filing delays add compliance risk .
Related Party & Governance Considerations
- Company lacks standing audit/compensation/nominating committees; board as a whole assumes these roles; two independent directors identified (post-2025 board changes reduced size after director death; subsequent appointment in 8-K) .
- Activist activity (BT Brands) and litigation in 2023; court denied injunctions; costs incurred; signals potential governance/market overhang .
Investment Implications
- Alignment: Branson’s holdings are primarily in options with favorable strikes ($0.22–$1.00) and long-dated expirations, creating upside alignment but with limited direct share ownership; time-based vesting offers retention but weak performance linkage .
- Retention risk: 28+ year tenure and franchise growth achievements suggest low departure risk; absence of disclosed severance/change-of-control benefits reduces management entrenchment concerns but may limit retention economics vs market .
- Trading signals: Section 16 filing delays and internal control weaknesses are governance red flags; monitor future Form 4s around vesting dates (e.g., 6/01/2032, 8/24/2034 tranches) for potential selling pressure; thin OTCQB liquidity may amplify price impact .
- Performance linkage: With no disclosed metric-based incentives, pay-for-performance alignment appears limited; continued franchising growth (Majors agreement execution, non-traditional unit rollout) is the core lever—track royalty growth and margin contribution to gauge execution .