Jeffrey Royal
About Jeffrey Royal
Jeffrey Royal, age 49, is Chairman (since January 17, 2019) and Chief Executive Officer (appointed September 27, 2024) of Old Market Capital Corporation; he has served on the board since October 2017. He holds both Bachelor’s and Master’s degrees in Business Administration from Creighton University and completed the Stonier Graduate School of Banking at Georgetown University and the University of Pennsylvania; he is also President of Dundee Bank (since January 2006) and previously served as Second Vice President at First National Bank of Omaha; he sits on the board of Boston Omaha Corporation . Pay-versus-performance disclosure shows cumulative TSR of $89.32 on a $100 base by FY2025 and net loss of $5.15 million, compared to FY2024 TSR of $63.95 with net income of $20.80 million and FY2023 TSR of $58.16 with net loss of $34.10 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Bank of Omaha | Second Vice President | Prior to 2006 | Banking leadership and lending/accounting experience acknowledged by OMCC Board |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dundee Bank (Omaha, NE) | President | Jan 2006–present | Long-tenured operating banking leadership; informs risk, credit, and finance oversight |
| Boston Omaha Corporation | Director | Current | Network ties to OMCC director Adam Peterson (CEO of Boston Omaha) |
Fixed Compensation
Multi-year compensation detail (per Summary Compensation Table):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | — | 225,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | 202,000 (includes $20,000 as director pre-CEO) |
| Option Awards ($) | — | — |
| Non-Equity Incentive Plan ($) | — | — |
| All Other Compensation ($) | 61,000 (director fees) | 27,500 (director fees) |
| Total ($) | 61,000 | 454,500 |
• CEO employment agreement base salary: $300,000; initial term expires September 27, 2026 .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| One-time stock purchase matching program | Equity purchase/match (100% match up to 30,000 shares) | Not disclosed | Cap 30,000 shares | Purchased 30,000 shares (Dec 2024); company issued 30,000 matching shares (Jan 2025) | ~$182,000 value at issuance | Not disclosed; no outstanding awards at FY-end |
| Discretionary cash bonus | Discretionary committee judgment | Not disclosed | Not disclosed | None reported for FY2025 | $0 | N/A |
Program/plan context:
- The Compensation Committee uses base salary, annual incentive bonus, and equity incentives with a pay-for-performance philosophy; targets informed by peer comparisons and CEO input, but specific KPI weightings/targets are not disclosed for Royal .
- Performance Unit Program change-of-control treatment: awards convert/accelerate under specified conditions; double-trigger acceleration if terminated without cause or for good reason within 24 months post-transaction; if awards not assumed, accelerated based on target/actual level depending on timing .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 167,452 shares (2.5% of 6,753,625 outstanding as of July 14, 2025) |
| Vested vs. unvested shares | Not disclosed; as of March 31, 2025, no outstanding option or stock awards held by NEOs |
| Options (exercisable/unexercisable) | None outstanding at FY-end |
| Anti-hedging policy | Company prohibits hedging transactions in company securities |
| Pledging | Not disclosed in proxy |
| Ownership guidelines | Not disclosed in proxy |
Insider activity and filings:
- Late Section 16(a) filings noted for Royal: one Form 4 for June 6, 2024 grant filed Dec 17, 2024; one Form 4 for Dec 13, 2024 purchase filed Dec 17, 2024; one Form 4 for April 2, 2025 grant filed April 8, 2025 .
Employment Terms
| Term | Detail |
|---|---|
| Role & start date | CEO since Sept 27, 2024; Chairman since Jan 17, 2019; Director since Oct 2017 |
| Contract length | Initial term to Sept 27, 2026 |
| Base salary | $300,000 per agreement |
| Target bonus | Discretionary; not disclosed as percentage |
| Severance (no cause) | Severance equal to full remaining base pay for remainder of term |
| Change-of-control | Omnibus Incentive Plan governs; equity awards vest/exercise under conditions if not assumed or upon termination without cause within one year; Performance Unit Program conversion/acceleration mechanics noted above |
| Non-compete | Prohibits competition during the term; scope of proscribed activities defined in agreement |
| Clawback | NASDAQ/Rule 10D-1-compliant clawback policy (“Policy for the Recovery of Erroneously Awarded Compensation”) filed with FY2025 10-K |
| Pension/SERP | Company does not provide pension arrangements or post-retirement health coverage to executives |
Board Governance
- Dual role: Royal serves as both CEO and Chairman; the Board currently believes combining roles is most effective post-reorganization and expects to continue until circumstances warrant separation .
- Independence: A majority of the Board (Hutchins, Keating, Zhu) are independent; committee membership is independent-only (Royal not listed on Audit/Comp/Nominating committees) .
- Committees and chairs: Audit (Hutchins—Chair; Keating; Zhu), Compensation (Keating—Chair; Zhu), Nominating/Corporate Governance (Zhu—Chair; Hutchins); Investment Committee also exists for investment risk management .
- Attendance: FY2025 had 4 Board, 4 Audit, 1 Compensation, 1 Nominating meetings; each director attended at least 75% of applicable meetings; all directors attended 2024 Annual Meeting .
- Anti-hedging: Insider trading policy prohibits hedging transactions .
- Stockholder communication: Address provided for direct communications to Board and individual directors .
Director Compensation
- Non-employee directors: Annual cash retainer $45,000; committee chair premium $10,000; non-ordinary meeting fees $1,000 ($750 telephonic); typical annual restricted stock grant ~$20,000 (none granted in FY2025) .
- Royal’s director compensation: FY2025 “All Other Compensation” includes $27,500 for director fees prior to CEO appointment; FY2024 showed $61,000 director fees .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cumulative TSR on $100 base | $58.16 | $63.95 | $89.32 |
| Net Income (Loss), $mm | $(34.10) | $20.80 | $(5.15) |
• Pay-versus-performance disclosure indicates compensation actually paid tracked reported totals for FY2025 for the CEOs; Compensation Committee did not use the pay-versus-performance table in making decisions .
Say-on-Pay & Shareholder Feedback
- FY2025 Annual Meeting agenda includes advisory vote on NEO compensation; Board recommends “FOR”; approval requires simple majority; company provides annual say-on-pay frequency .
Compensation Committee Analysis
- Composition: Independent directors only (Keating—Chair; Zhu); no compensation committee interlocks or insider participation per Item 407(e)(4) .
- Process: Committee targets competitive pay, aligns incentives with long-term value, and considers peer data, CEO input, role risk, and prior shareholder advisory votes; components are base salary, annual bonus, and equity incentives .
Other Directorships & Interlocks
- Royal is a director at Boston Omaha Corporation; OMCC director Adam Peterson is CEO of Boston Omaha, highlighting network ties; Compensation Committee discloses no interlocks with other entities’ compensation committees .
Risk Indicators & Red Flags
- Section 16(a) compliance: Royal filed three Forms 4 late during FY2025 (June 6, 2024 grant; Dec 13, 2024 purchase; Apr 2, 2025 grant) .
- Dual role governance: Combined CEO/Chair structure—Board rationale disclosed; may raise independence concerns until separated .
- Related party transactions: Audit Committee reviews related-person transactions; none required to be reported where policies weren’t followed; no material interests disclosed for meeting matters .
Equity Incentive and Change-of-Control Economics
- Equity plans: Omnibus Incentive Plan reserves 750,000 shares for awards; awards for directors treated similarly under change-of-control provisions .
- Change-of-control treatment: Awards vest/convert or accelerate depending on assumption and termination conditions; Performance Unit Program specifies conversion to time-vested restricted stock at target/actual levels and double-trigger acceleration within 24 months .
Investment Implications
- Alignment: Royal’s personal purchase of 30,000 shares and matched issuance of 30,000 shares indicates increased skin-in-the-game and alignment with shareholders . Beneficial ownership of 2.5% supports alignment, albeit minority relative to Magnolia Capital Fund’s ~37.3% control influence .
- Selling pressure: With no outstanding option/stock awards at FY-end, scheduled vesting-related selling pressure appears limited near-term .
- Governance: Combined CEO/Chair role centralizes authority; Board defends current structure post-reorganization, but investors may monitor committee independence and timing of future separation .
- Performance trend: FY2025 net loss and modest TSR improvement vs prior years suggest execution risk during transition; pay levels remained modest with no FY2025 bonus, and equity usage concentrated in a one-time matching grant .
Notes:
- All facts and figures are drawn from OMCC’s 2025 DEF 14A proxy unless otherwise specified, with citations in-line.