Clinton Coleman
About Clinton J. Coleman
Clinton J. Coleman (age 48) has served as a director of RAVE Restaurant Group, Inc. since 2007. He is currently Senior Vice President, Product and Operations at SoundHound AI, Inc. (since January 2024) and previously held interim CEO and interim CFO roles at RAVE, bringing investment, technology, and operating expertise to the board . The board classifies him as an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure/Date(s) | Committees/Impact |
|---|---|---|---|
| RAVE Restaurant Group, Inc. | Interim CEO | Jul 2016 – Jan 2017; Jun 2012 – Nov 2012 | Executive leadership during transitions |
| RAVE Restaurant Group, Inc. | Interim CFO | Jul 2006 – Jan 2007 | Finance leadership during transition |
| Bell Industries, Inc. | Chief Executive Officer | Since 2010 (prior to 2017 per bio) | Led IT services company |
| Novo Labs, Inc. | Chairman & CEO (Founder) | 2017 – 2021 (sold to Synq3 in 2021) | AI-driven customer interaction solutions |
| Synq3, Inc. | President | May 2021 – Jan 2024 (acquired by SoundHound) | AI solutions in consumer interactions |
| Newcastle Capital Management, L.P. | Managing Director; Vice President; Investment Professional | 2005 – 2017 (MD 2012–2017; VP 2005–2012) | Affiliation with RAVE’s largest shareholder’s manager |
| Lockhart Capital Management, L.P. | Portfolio Analyst | 2003 – 2005 | Investment analysis |
| Hunt Investment Group, L.P. | Associate | 2002 – 2003 | Investment role |
| UBS (M&A Group) | Associate Director | Prior to 2002 | M&A execution |
External Roles
| Organization | Role | Tenure/Date(s) | Notes |
|---|---|---|---|
| SoundHound AI, Inc. | SVP, Product & Operations | Since Jan 2024 | Conversational AI; post acquisition of Synq3 |
| Synq3, Inc. | President | May 2021 – Jan 2024 | Acquirer of Novo Labs; later acquired by SoundHound |
| Novo Labs, Inc. | Chairman & CEO | 2017 – 2021 | Founded; AI solutions; acquired by Synq3 |
| Bell Industries, Inc. | CEO | Since 2010 (per bio) | IT services |
No other public company directorships are disclosed for Mr. Coleman in the latest proxy .
Board Governance
- Independence: The board determined current directors qualify as independent under Nasdaq rules; Mr. Schwarz is not independent only for Audit Committee requirements. Coleman is independent .
- Board and committee attendance: Board met 4 times in FY2025; all current directors attended ≥75% of board and committee meetings; three of four directors attended the last annual meeting .
- Committee assignments (FY2025): Audit Committee member; not a committee chair .
- Board structure: Separate Chair (Mark E. Schwarz) and CEO roles; independent directors meet at least twice annually without management .
| Governance Item | Detail |
|---|---|
| Board tenure at RAVE | Director since 2007 |
| Independence status | Independent (per Nasdaq standards) |
| Committees | Audit Committee member |
| Committee chair roles | None |
| FY2025 Board meetings | 4 meetings; Coleman attended ≥75% (board-wide disclosure) |
| FY2025 Audit meetings | 4 meetings |
| FY2025 Compensation meetings | 1 meeting |
| Annual meeting attendance | 3 of 4 directors attended last annual meeting |
Fixed Compensation (Non-Employee Director)
| Component | Amount/Policy | FY2025 Coleman Paid |
|---|---|---|
| Annual retainer (non-chair) | $17,000 cash | $22,250 total cash fees (retainer + meeting fees) |
| Board meeting fee | $1,000 per board meeting attended | Included in total |
| Committee meeting fee | $250 per committee meeting attended | Included in total |
| Chair retainers | Chair of the Board: $23,000; committee chairs not separately specified in cash schedule | N/A |
| Reimbursements | Reasonable expenses reimbursed | As incurred |
Performance Compensation (Director Equity Program)
| Equity Program Term | Detail |
|---|---|
| Eligibility | Non-employee directors eligible under 2015 LTIP; if approved, eligible under 2025 LTIP |
| Automatic option grant formula | Option to purchase 2 shares for each share purchased on the open market by the director in prior fiscal year; cap 40,000 options; exercise price = market price on grant date; first exercisable 1 year after grant; 10-year term |
| FY2025 director equity grants | None; no stock options granted in FY2025 to directors |
| Change-in-control treatment | Upon change in control, outstanding director awards fully vest; options/rights fully exercisable; restricted shares/RSUs vest |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Notable interlocks/affiliations | Former Managing Director at Newcastle Capital Management (2005–2017); Newcastle-related entities (led by Chair Mark E. Schwarz) beneficially own ~22–23% of RAVE . |
Expertise & Qualifications
- Investment management, M&A, and operating leadership across technology and services; AI and conversational technology operating experience (SoundHound, Synq3, Novo Labs) .
- Prior interim CEO and CFO experience at RAVE, providing deep company-specific knowledge and turnaround/transition capability .
- Audit Committee service; Audit Committee comprised solely of independent directors; committee’s mandate includes financial reporting, internal controls, related-party oversight .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Clinton J. Coleman | 130,962 shares | <1% (indicated by “*”) | Includes 24,284 shares underlying currently exercisable options |
| Options outstanding (context) | As of June 29, 2025: Coleman held unexercised options for 24,286 shares | — | 10-year term; first exercisable after 1 year per plan; exercise price at grant-date market |
| Pledged shares | None indicated; “Unless otherwise indicated… no person has pledged as security any of the shares shown” | — | — |
Governance Assessment
-
Strengths
- Independent director with deep operating and financial experience; current Audit Committee member; Audit Committee is fully independent and chaired by an audit committee financial expert (Hammett) .
- Meaningful personal share ownership relative to a micro-cap issuer; option program incentivizes open-market purchases, aligning directors with shareholders .
- Separation of Chair and CEO roles; independent directors meet in executive session at least twice annually .
- Attendance: Board-wide disclosure indicates ≥75% meeting attendance by all current directors in FY2025 .
-
Watch items / potential conflicts
- Prior long-term affiliation with Newcastle Capital Management (2005–2017), while Newcastle-related entities led by the current Chair are the largest RAVE shareholder (~22.9% reported for Newcastle Partners, L.P.; 22.2% for Mr. Schwarz) . While the board deems Coleman independent, investors may monitor for potential alignment with the controlling shareholder in related-party contexts (Audit Committee oversees related-party transactions) .
- Change-in-control acceleration of director equity (full vesting) is typical but can be viewed as entrenchment risk if awards become material; no FY2025 director equity grants lessens immediate concern .
-
Signals
- No director equity grants in FY2025; compensation is predominantly modest cash fees, which can reduce pay risk but may also limit long-term equity alignment if sustained .
- Audit Committee’s scope includes oversight of related-party transactions; this is appropriate given concentrated ownership and historical affiliations among board members .
RED FLAGS
- Concentrated ownership/affiliation: Historical employment at Newcastle Capital combined with large shareholder influence (Newcastle/Schwarz at ~22–23%) warrants ongoing monitoring for potential conflicts in strategic and capital allocation decisions, despite independence designation .
- CIC acceleration: Automatic full vesting of director awards upon change-in-control; keep an eye on size of future grants under the newly proposed 2025 LTIP .
Notes on Director Compensation Structure (FY2025)
| Metric | Value |
|---|---|
| Coleman – Fees Earned in Cash | $22,250 |
| Coleman – Option Awards | $0 (no options granted in FY2025) |
| Director annual retainer (non-chair) | $17,000 |
| Board meeting fee | $1,000 per meeting |
| Committee meeting fee | $250 per meeting |
| Option grant policy (directors) | 2 options per share purchased in prior year; cap 40,000; 1-year vest; 10-year term; strike at grant-date market price |
Appendix: Audit Committee Membership (FY2025)
| Member | Role |
|---|---|
| William C. Hammett, Jr. | Chair; Audit Committee Financial Expert |
| Robert B. Page | Member |
| Clinton J. Coleman | Member |