Robert Golden
About Robert Golden
Robert Golden, 63, is OneMedNet’s Chief Financial Officer (CFO) since January 2025, Corporate Secretary since September 2024, and a director since November 2023; he is also nominated for re‑election as a Class II director at the 2025 annual meeting . He is a CPA with 30+ years’ experience; BS in Business Administration from the University of Southern California (1984) . His ONMD compensation is largely service‑based RSUs under the 2022 Plan (time‑vesting, not tied to revenue/EBITDA/TSR), and he is not considered an independent director due to his executive role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Good Swartz Brown & Berns LLP (now CohnReznick) | Partner; audit, tax; led merger negotiations | 1994–2004 | Led firm merger talks (2000); oversaw middle‑market audits; advised on operational efficiency and profitability |
| Saffer & Flint Accountancy Corporation | CPA | 2004–2012 | Provided consulting to middle‑market firms; outside‑CFO advisory |
| Fenton & Ross Accountancy Corporation | CPA | 2013–2015 | Accounting and advisory for middle‑market businesses |
| Ernst & Young (Los Angeles) | CPA | 1984–1989 | Foundational audit and accounting experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cohen, Bender & Golden LLP | Managing Partner | 2015–present | Consulting, accounting, tax services for middle‑market businesses |
| Promo Shop, Inc. & Subsidiaries | CFO | 2008–present | Establishes annual budget; ongoing CFO responsibilities |
| iKahan Media, Inc. | CFO | 2014–present | CFO for OOH digital/traditional billboard company |
| Talon International, Inc. (OTCMKTS: TALN) | Director | N/A | Board member at legacy zipper manufacturer |
Fixed Compensation
| Metric | 2024 | 2025 YTD |
|---|---|---|
| Base Salary ($) | 144,000 | — |
| Consulting Fees ($) | 48,000 (interim CFO consulting agreement) | — |
| Cash Bonus ($) | 0 (no NEO bonuses approved for 2024) | 25,000 (upon permanent CFO appointment on Jan 31, 2025) |
Notes:
- 2024 consulting arrangement effective Aug 30, 2024 at $12,000 per month; initial 100,000 RSUs (cliff vest at first anniversary) .
- 2024 NEO cash bonuses: none approved .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| RSU grant (Aug 30, 2024) | Service‑based RSUs | n/a | n/a | n/a | $103,000 FV (grant‑date) | 100,000 RSUs; 100% cliff vest on Aug 30, 2025 |
| RSU grant (Jan 31, 2025) | Service‑based RSUs | n/a | n/a | n/a | $25,000 FV (fully vested at grant) | Fully vested on grant date |
Observations:
- Long‑term equity is primarily time‑based RSUs under the 2022 Plan; no disclosed performance metrics (e.g., revenue, EBITDA, TSR) tied to Golden’s awards .
- No stock option awards disclosed for Golden in 2024; zero exercisable/unexercisable options shown .
Equity Ownership & Alignment
| Metric | Oct 31, 2024 | Oct 23, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | — (not listed with a share count) | 169,572 |
| Percent of Class (%) | — | <1% (asterisk in table) |
| Shares Outstanding (denominator) | 27,987,427 | 51,157,069 |
| Unvested RSUs (as of Dec 31, 2024) | 100,000 (vest Aug 30, 2025) | — (award vested Aug 30, 2025) |
- Hedging policy: executives and directors are prohibited from short sales, options, and hedging transactions (e.g., cashless collars) under the Insider Trading Policy .
- Pledging: the policy section is titled “Hedging and Pledging Transactions”; explicit pledging prohibitions are not detailed in the disclosed passages cited .
- Clawback: compensation clawback policy adopted Nov 2024, covering erroneously awarded incentive comp over the prior three fiscal years in restatement scenarios; misconduct clawback authority also noted .
Attempted Form 4 review: Access to up‑to‑date insider transactions (Form 4) for “Robert Golden” could not be fetched due to an authorization error, so near‑term selling pressure cannot be assessed here. We searched SEC Form 4 data via the insider-trades skill from 2024‑01‑01 to 2025‑11‑19 filtered for “Robert Golden,” but the request returned 401 Unauthorized.
Employment Terms
- Status: At‑will employment agreements (including Golden’s) that may be terminated by the Company with or without cause, or by the executive with or without good reason; mutual termination possible .
- Interim CFO consulting agreement: Effective Aug 30, 2024; $12,000 monthly fee and initial 100,000 RSUs, fully vesting at first anniversary subject to continuous service .
- Permanent CFO appointment: Jan 31, 2025; in addition to continued compensation under his employment agreement, a $25,000 cash bonus and $25,000 RSU grant fully vested at grant .
- Severance/Change‑of‑Control: No severance or CoC terms were disclosed for Golden in the cited materials; only CEO Green’s severance terms are detailed .
- Clawback & trading restrictions: Company‑wide clawback policy (Nov 2024) and Insider Trading Policy prohibiting hedging/short‑term speculative transactions apply .
Board Governance
- Board service: Director since November 2023; Class II nominee for 2025 (age 63, “since 2023”) .
- Independence: Not independent under Nasdaq and SEC rules due to current employment (CFO/Corporate Secretary) .
- Committees: Current standing committees and 2024 meetings—Audit (Chair: Dr. Alleyne; 4 meetings), Compensation (Chair: Andrew Zeinfeld; 1 meeting), Nominating & Corporate Governance (Chair: Eric Casaburi; 2 meetings). Golden is not listed as a member of these standing committees .
- Board/committee attendance: In fiscal 2024, no director attended fewer than 75% of Board and committee meetings; Board held two meetings. Committees meet in executive session without management as necessary .
- Director compensation policy: Annual automatic grant of 45,000 RSUs per non‑employee director for each full year of service; executives’ director compensation is reported within Executive Compensation and excluded from director table .
Investment Implications
- Pay‑for‑performance alignment: Golden’s awards are service‑based RSUs without disclosed operational or TSR metrics; this reduces direct alignment to performance outcomes vs. PSU frameworks but supports retention through time‑based vesting .
- Near‑term selling pressure: A 100,000 RSU award cliff‑vested on Aug 30, 2025 and a $25,000 RSU grant vested on Jan 31, 2025, which could create liquidity events; Form 4 data was unavailable due to authorization error, so actual dispositions are unknown.
- Governance and oversight: Dual role as CFO and director (non‑independent) warrants attention to board independence; standing committees are fully independent and chaired by independent directors, which mitigates independence concerns at the committee level .
- Risk controls: The clawback policy and prohibition on hedging/short‑term speculative trading lower compensation‑related and trading‑related risk; no specific pledging disclosure was found in the cited text .
- Retention risk: Compensation design (RSU grants and a one‑time transition bonus) indicates near‑term retention focus through service‑based vesting; absence of disclosed severance/CoC economics for Golden reduces guaranteed downside protection but limits shareholder‑unfriendly parachutes .