Jay Foreman
About Jay B. Foreman
Independent director at Algorhythm Holdings, Inc. (RIME), age 63, serving since May 2022. Foreman is the CEO and founder of Basic Fun! (since 2009) with deep toy industry experience across licensing, operations, sales/marketing, M&A, and capital markets; he chairs the Toy Industry trade show committee (NY Toy Fair) and has served on boards of the Toy Association and Licensing Merchandisers Association . The Board identifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Basic Fun! | Chief Executive Officer and Founder | 2009–present | Leads portfolio of major toy brands; industry leadership |
| Play Along Toys | Founder; company later sold to Jakks Pacific | Sold in 2004 | Successful exit; toy licensing and operations expertise |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Toy Industry trade show committee (NY Toy Fair) | Chair | Not disclosed |
| Toy Association | Director | Not disclosed |
| Licensing Merchandisers Association | Director | Not disclosed |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (Chair), Executive (member). Committee composition is fully independent for Audit, Compensation, and Nominating .
- Independence: Foreman is classified as an independent director under Nasdaq Listing Rules .
- Attendance and engagement: Board met 12 times in FY2024; each director attended >75% of Board and applicable committee meetings; policy requires directors to make a concerted effort to attend the annual meeting .
- Board leadership: CEO Gary Atkinson serves without a separate Chair; four of seven directors are independent; committees operate under written charters available on the investor governance site .
Fixed Compensation
Director compensation framework (non-employee directors):
- Annual cash retainer: $25,000, paid quarterly .
- Committee membership cash fee: $5,000 per committee, paid quarterly .
- Annual equity grants: Restricted stock award ($25,000 grant-date value) and stock option ($25,000 grant-date value) .
- Initial stock option grant for new non-employee directors: $25,000 grant-date value .
- Expense reimbursement for Board/committee/annual meeting attendance .
Actual compensation (FY2024):
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jay Foreman | 27,500 | 10,000 | 37,500 |
Performance Compensation
- Director pay is not tied to disclosed performance metrics; annual equity grants are fixed-value awards. The company’s executive bonus plan (not applicable to directors) ties cash/option/stock grants to EBITDA-to-net sales ratio; thresholds/curves are not disclosed . No director-specific performance conditions are disclosed for RSUs/options .
Other Directorships & Interlocks
- No public company directorships disclosed for Foreman beyond RIME .
- Industry/non-profit roles noted above; no disclosed interlocks with RIME competitors/suppliers/customers via Foreman (separate related-party ties existed with Stingray via another director) .
Expertise & Qualifications
- Extensive toy industry track record; licensing, operations, sales/marketing, M&A, capital markets; chairs major industry trade show committee; board service in industry associations .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jay Foreman | 337 | <1% | Includes 83 shares underlying vested/exercisable options within 60 days |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-02-19 | 2025-02-18 | S (Sale) | 5,494 | 0.00 | 0 | https://www.sec.gov/Archives/edgar/data/923601/000110465925015288/0001104659-25-015288-index.htm |
Governance Assessment
- Committee leadership: Foreman chairs Nominating & Corporate Governance and sits on Audit and Compensation, supporting board refresh, governance policy, and oversight of pay and financial controls; committees are fully independent which supports effective oversight .
- Independence and attendance: Independent with >75% meeting attendance in FY2024, indicating adequate engagement .
- Compensation alignment: Non-employee director pay is modest, combining cash and fixed-value equity; no performance-linked pay for directors, which is typical but reduces explicit pay-for-performance alignment at the director level .
- Potential conflicts and RED FLAGS:
- Related-party transactions with an entity owned/controlled by Foreman (Regalia Ventures): RIME sold 5,495 shares to Regalia (11/20/2023) and repurchased them (agreement 11/1/2024; closed 2/18/2025) for $472,527; the company issued and repaid a promissory note tied to the repurchase. Foreman’s indirect share disposition is consistent with his Form 4 showing a 5,494-share sale on 2/18/2025 at $0 (post-transaction ownership 0). This presents a conflict-of-interest risk, though the Audit Committee reviews/approves related-party transactions and related parties are expected to recuse themselves; still, investors may view insider financing/stock transactions as governance red flags requiring scrutiny of process and pricing fairness .
- Additional context: The company experienced a sharp TSR decline in 2024 (-91.26%), increasing governance sensitivity around capital allocation and equity issuance; pay-versus-performance disclosure highlights rising CEO “compensation actually paid” despite TSR decline, which may influence investor sentiment on oversight by Compensation Committee (Foreman is a member) .
Overall, Foreman brings relevant industry expertise and serves in key governance roles with independent status and acceptable attendance. However, his ownership/involvement in Regalia Ventures and related transactions with the issuer are a material conflict consideration; while subject to Audit Committee oversight, this merits continued monitoring by investors for process integrity and alignment .