Jeffrey R. Geygan
About Jeffrey R. Geygan
Jeffrey R. Geygan, 63, is Interim Chief Executive Officer (since May 2024) and a director of Rocky Mountain Chocolate Factory (RMCF). He joined the board in August 2021 and served as Chair from June 2022 to May 2024. He holds a B.A. in Economics from the University of Wisconsin and is CEO/President of Global Value Investment Corp. (GVIC); he also chairs the board of Climb Global Solutions, Inc. (CLMB) and serves on the UW–Madison Economics Department Advisory Board . Under his interim leadership, RMCF has pursued operational modernization (ERP/POS implementation, franchise development, rebrand) while navigating losses; in FQ2’26 the company reported $6.8m revenue and a net loss of $(0.7)m, with management emphasizing a transition from “transformational planning” to “transformational performance” .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Value Investment Corp. | Chief Executive Officer & President | 2007–present | Founded and leads investment research/advisory firm; controlling person of GVIC affiliates holding RMCF shares . |
| Rocky Mountain Chocolate Factory | Board Chair; Director; Interim CEO | Chair: Jun 2022–May 2024; Director: Aug 2021–present; Interim CEO: May 2024–present | Led board through governance reset; assumed Interim CEO to drive operational turnaround . |
| Climb Global Solutions, Inc. (CLMB) | Director; Chair of the Board | Director since Feb 2018; Chair since May 2018 | Public company leadership and governance experience . |
| UBS Financial Services; Salomon Smith Barney | Senior Portfolio Manager | Prior to 2007 | Capital markets and portfolio management expertise . |
| Academic (IE University; UW–Milwaukee Lubar; College of Charleston) | Lecturer (undergrad/grad-level courses) | Various | Executive education and thought leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Climb Global Solutions, Inc. (NASDAQ: CLMB) | Director; Chair of the Board | Since 2018 | Board leadership at a public tech distributor . |
| University of Wisconsin–Madison | Advisory Board, Dept. of Economics | Ongoing | Academic advisory role . |
| Academia (IE University; UW–Milwaukee; College of Charleston) | Lecturer | Various | Undergraduate/graduate instruction . |
Fixed Compensation
| Component | FY2025 Detail | Notes |
|---|---|---|
| Base Salary (annual rate) | $390,000 | Per offer letter upon appointment as Interim CEO in May 2024 . |
| Salary Paid (FY2025) | $303,000 | Reported in Summary Compensation Table (partial-year) . |
| Target Bonus % | Up to 75% of base salary (prorated) | Performance-based annual cash bonus opportunity . |
| Actual Bonus (FY2025) | $0 | No discretionary performance bonus for FY2025 . |
| Non-employee Director Cash Fees (FY2025) | $17,500 | Earned prior to CEO appointment; ceased after May 2024 . |
Performance Compensation
- Annual Incentive Plan (STI): Formulaic, based on pre-established performance metrics; company indicates focus on franchise store count, store-level profitability, revenue growth, and delivering targeted annual EBITDA. Specific metric weights/targets for the CEO were not disclosed .
- Long-Term Incentive Plan (LTIP): Majority performance-based; 60% of annual LTIP awards are performance-based over a 3-year period; stock ownership guidelines apply (CEO: 3x salary) .
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| STI (FY2025) | Franchise store count, store-level profitability, revenue growth, EBITDA | Not disclosed | Not disclosed | CEO payout $0 | N/A . |
| LTIP (FY2025 grant design) | Performance share/RSU mix | 60% performance-based | 3-year goals | Not disclosed | 3-year performance period . |
Equity Awards (Grants, Vesting, Outstanding)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Status/Value |
|---|---|---|---|---|---|
| RSUs (Interim CEO award) | 5/16/2024 | 80,919 units outstanding as of 2/28/2025 | $390,000 (award design) | Monthly over 36 months (service-based) | Unvested RSUs: 80,919; market value $260,559 as of 2/28/2025; SCT stock awards value $360,766 for FY2025 . |
| Stock Options | — | — | — | — | None disclosed for CEO in FY2025 . |
Notes: The 2024 Omnibus Incentive Plan governs equity (includes double-trigger CIC provisions, no repricing without shareholder approval, minimum 12-month vesting with limited exceptions, and clawback policy adopted Nov 2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,886,950 shares (24.3% of outstanding) as of May 30, 2025; includes shares held by GVIC affiliates where Mr. Geygan is the controlling person, plus his individual holdings . |
| Direct vs. Indirect | Includes 31,120 shares held directly and 1,407,826 through GVIC and affiliates; aggregate GVIC-affiliated holdings total 1,886,950 shares (see Schedule 13D/A footnote) . |
| Unvested Equity (CEO) | 80,919 RSUs unvested at FY2025 YE (market value $260,559) . |
| Options (Exercisable/Unexercisable) | None reported for CEO in FY2025 . |
| Pledging/Hedging | Prohibited for directors and executive officers under Insider Trading Policy (no hedging, no pledging, no margin) . |
| Ownership Guidelines | CEO 3x base salary; 5-year compliance horizon (status not disclosed) . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Interim CEO effective May 14, 2024 . |
| Compensation Elements | $390,000 base salary; performance cash bonus up to 75% of salary (prorated); RSU awards vesting monthly over 36 months . |
| Severance | Not specified for CEO in proxy; plan-level CIC provisions apply to equity (double-trigger) . |
| Clawback | Non-discretionary recovery policy adopted Nov 2023 (Dodd-Frank/Nasdaq compliant) . |
| Hedging/Pledging | Prohibited (see policy) . |
Board Governance
- Role/Independence: Director since 2021; Interim CEO since May 2024 (non-independent by virtue of management role). Independent Chair is Mel Keating; board determined 3 of 5 directors are independent (Harper, Keating, Quinn) .
- Committees: Audit, Compensation, and Nominating/Corporate Governance Committees are entirely independent; CEO is not a committee member .
- Attendance/Activity: Board met 20 times in FY2025; each director attended at least 75% of meetings; independent directors hold executive sessions at each regular meeting .
- Director Compensation Structure (for context): $8,000 quarterly retainer; Board Chair +$5,000 quarterly; committee chairs +$2,500 quarterly; annual RSU ~$40,000 vesting quarterly over one year. Mr. Geygan ceased receiving director compensation after becoming Interim CEO .
Related Party Transactions (Conflict/Alignment Assessment)
- RMCF2 Credit Agreement (affiliate of Mr. Geygan): On Aug 28, 2025, RMCF2 (affiliated with Mr. Geygan) provided a $1.2m advance at 12% interest (monthly interest payments), maturing Sep 30, 2027; collateralized by Durango real estate, inventory, PP&E, A/R, and cash. The agreement includes capex limits ($3.5m/year) and quarterly financial covenants; waivers were granted for the maximum liabilities-to-net worth covenant for quarters ended Aug 31 and Nov 30, 2025. As of Aug 31, 2025, $1.2m outstanding; the company was not in compliance with the liabilities-to-net worth covenant but received a waiver .
- Prior Credit Agreement (affiliate of director Steven Craig): On Sep 30, 2024, the company entered a $6.0m credit agreement at 12% with RMC Credit Facility, LLC (affiliated with director Steven L. Craig), similarly collateralized; covenant waivers granted for specified quarters .
- Cooperation Agreement with GVIC: Nov 26, 2024 agreement grants GVIC (controlled by Mr. Geygan) the right to designate one director and collaborate on an additional independent director; overseen by a committee of disinterested directors .
Implications: The related-party financing and governance agreements supply liquidity/flexibility but introduce perceived conflicts and independence questions; robust committee oversight and disclosure mitigate but do not eliminate governance risk .
Performance & Track Record (Company Context during Tenure)
- Strategic Progress: Management highlighted modernization (ERP/POS), franchise development, brand refresh, and operational initiatives (warehouse/logistics overhaul; VP Operations actions to reduce overtime and scrap, improve fill rates) .
- Pipeline/Development: Announced new franchise locations (Folsom, CA; Jersey Shore, NJ), a company-owned location (Camarillo, CA), and planned Chicago flagship; loyalty/digital initiatives slated to support franchisees .
- Financial Snapshot (FQ2’26 vs. prior year): Revenue $6.8m (up from $6.4m); total product/retail gross profit a loss of $33k (vs. profit $600k); total costs/expenses $7.3m (flat); net loss $(0.7)m or $(0.09) per share (vs. $(0.7)m or $(0.11)) .
Compensation Structure Analysis
- Mix and Risk: Majority of CEO pay at-risk via bonus and equity; LTIP 60% performance-based over 3 years; clawback in place; no tax gross-ups; no option repricing without shareholder approval .
- Equity Form: CEO received time-vested RSUs (monthly vesting); company-wide programs emphasize performance RSUs/units for LTIP, indicating a balance of retention and performance alignment .
- Governance Enhancements: Proxy access; stock ownership guidelines (CEO 3x salary; directors 3x cash retainer); prohibitions on hedging/pledging; independent compensation consultant used .
Risk Indicators & Red Flags
- Related-Party Lending: 12% debt from affiliates (including entity affiliated with Mr. Geygan) with covenant waivers—heightens perceived conflict risk despite board oversight and disclosure .
- Covenant Pressure: Non-compliance with liabilities-to-net-worth covenant required waivers in 2025, signaling balance sheet stress/liquidity risk .
- Ownership Concentration: GVIC/affiliates and other blocks (e.g., American Heritage Railways) concentrate control; may influence governance dynamics .
- Insider Trading Administration: 2024 proxy noted one late Form 4 by Mr. Geygan; 2025 proxy disclosed multiple timely exceptions (none listed for Mr. Geygan) .
- Mitigants: Independent chair; independent committees; clawback; no hedging/pledging; performance-based LTIP; proxy access bylaw .
Director Compensation (Context for Dual Role)
| Element | Amount/Policy |
|---|---|
| Cash Retainer | $8,000 quarterly; Chair +$5,000; committee chairs +$2,500 . |
| Equity | ~$40,000 in RSUs annually; 25% vests at grant, remainder quarterly over 12 months . |
| Mr. Geygan (FY2025 as Director pre-CEO) | $17,500 cash; $29,372 stock awards; ceased receiving director pay after becoming Interim CEO . |
Say-on-Pay & Shareholder Feedback
The company reports outreach to investors and improvements that increased advisory vote support; continued use of formulaic incentives and performance-based LTIP; exact approval percentages were not disclosed .
Equity Ownership & Vesting Pressure Considerations
Monthly RSU vesting through mid-2027 (36 months from May 2024 grant) creates recurring liquidity events once trading windows permit; insider trading policy restricts hedging/pledging and requires compliance with securities laws, which moderates but does not eliminate potential selling pressure from vesting .
Investment Implications
- Alignment: Very high insider ownership (24.3%) plus CEO stock ownership guidelines and performance-based LTIP support alignment; prohibitions on hedging/pledging reduce misalignment risk .
- Retention vs. Performance: Time-vested RSUs (monthly) enhance retention stability; performance-based LTIP (60%) ties upside to multi-year execution on store growth/profitability and EBITDA, which is critical as losses persist .
- Governance Risk: Related-party financing with CEO-affiliated lender and covenant waivers are notable red flags; independent chair and committee oversight plus clear disclosure partially mitigate but investors should monitor refinancing and covenant compliance closely .
- Execution Catalysts: Operational initiatives (ERP/POS, franchise development, brand refresh) and strengthening pipeline could drive revenue/margin improvement if executed; near-term profitability remains the swing factor for incentive payouts and stock performance .