Roy A. Smith
About Roy A. Smith
Roy A. Smith, age 59, is an Independent Director of Royalty Management Holding Corporation (RMCO), appointed on February 12, 2024. He is currently Managing Director at MZ Group and holds degrees in Finance and Marketing from Syracuse University. His background spans portfolio equity management, capital markets, institutional equity sales and trading, and investment banking, with prior roles at Class VI Capital–New River Fund (Principal), Bardin Hill Investment Partners (Portfolio Manager), Friess Associates – The Brandywine Funds (Portfolio Manager), and Pequot Capital (Portfolio Manager) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bardin Hill Investment Partners (formerly Halcyon Asset Mgmt.) | Portfolio Manager | Not disclosed | Institutional investing; small/mid-cap focus |
| Friess Associates – The Brandywine Funds | Portfolio Manager | Not disclosed | Growth equities; diversified approaches |
| Pequot Capital | Portfolio Manager | Not disclosed | Institutional portfolio mgmt. |
| Class VI Capital – New River Fund | Principal | Not disclosed | Long/short US equity; small/mid-cap |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MZ Group | Managing Director | Current | Investor relations across industries |
| Other public company directorships (last 5 years) | — | — | None disclosed in RMCO proxy biographies |
Board Governance
- Independence: Board determined Smith is independent under NASDAQ Global Select Market standards; Audit Committee members are all independent .
- Committee assignments and chair roles (as of the proxy date):
- Audit: Member
- Compensation: Member
- Nominating: Chair
- Attendance: Board met 8 times; standing committees met 6 times; each director attended 100% of Board and respective committees in 2024 .
- Executive sessions: Independent director-only sessions held on occasion, typically alongside regular meetings .
- Disclosure inconsistency to flag: Biography lists “Compensation (Chair), Nominating, and Audit,” while the committee matrix shows Smith chairs Nominating and is a member of Compensation and Audit .
| Committee | Membership | Chair Status | Source |
|---|---|---|---|
| Audit | Member | No | |
| Compensation | Member | No (matrix), biography states “Chair” | |
| Nominating | Member | Yes |
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2023 | $0 | $0 | $0 | $0 |
| 2024 | $0 | $0 | $0 | $0 |
Performance Compensation
| Year | Stock Awards ($) | Option/Warrant Awards ($) | Total Equity ($) |
|---|---|---|---|
| 2023 | $0 | $0 | $0 |
| 2024 | $0 | $9,476 (amortized book value) | $9,476 |
| Equity Award Detail | Grant Date | Instrument | Quantity | Valuation Basis | Vesting | Strike Price | Expiration |
|---|---|---|---|---|---|---|---|
| Director board service | 2024 (date not disclosed) | Stock warrants | 25,000 | Amortized book value; not cash value | Not disclosed | Not disclosed | Not disclosed |
No director performance metrics (e.g., revenue, EBITDA, TSR, ESG) tied to director compensation were disclosed; director equity consists of 2024 warrants for board service .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed in proxy | — | — | No public company board roles disclosed for Smith in last five years |
Expertise & Qualifications
- Finance/investments: Long-tenured institutional investor and PM across small/mid-cap equities; underwriting experience in equity and debt .
- Capital markets and IR: Managing Director at MZ Group with broad issuer and investor relationships .
- Education: Syracuse University; degrees in Finance and Marketing .
- Audit committee financial expert: Not designated; proxy identifies Julie K. Griffith as the Audit Committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Roy A. Smith | 0 | <1% (asterisk in proxy table) |
- As of December 31, 2024, directors/officers (including Smith) showed zero beneficial ownership of common shares; 2024 director compensation included warrants for service (see above) .
- Hedging policy: Company permits employees and directors to engage in hedging transactions; no anti-hedging policy adopted, which may misalign incentives .
Insider Trades (Form 4)
| Period (UTC) | Person | Ticker | Results |
|---|---|---|---|
| 2024-11-20 to 2025-11-20 | Roy A. Smith | RMCO | No insider trades found |
Data source: insider-trades skill query for RMCO, person “Roy A. Smith,” filing/transaction date range 2024-11-20 to 2025-11-20; no records returned.
Governance Assessment
-
Strengths
- Independent director; member of Audit and Compensation; chairs Nominating, indicating engagement in board composition and governance .
- 100% attendance at Board and committee meetings in 2024, signaling strong engagement .
- Institutional investor and IR background may enhance investor communications and capital markets oversight .
-
Concerns and RED FLAGS
- Disclosure inconsistency on chair role: biography states Smith chairs Compensation, matrix shows he chairs Nominating; introduces uncertainty around committee leadership clarity (documentation reliability) .
- No beneficial ownership of common shares disclosed; alignment relies on warrants rather than direct share ownership as of the proxy date .
- Hedging permitted for directors; absence of anti-hedging policy can undermine long-term alignment and increase perceived governance risk .
- Related-party ecosystem: multiple transactions with entities controlled by CEO/CFO (LRR, Wabash Wings, Land Betterment, First Frontier Capital, American Resources Corporation). While Smith has “no direct or indirect material interest” disclosed, the board’s oversight burden and potential optics risks are elevated .
-
Additional observations
- Audit Committee financial expert designated as Julie K. Griffith, not Smith; appropriate given committee independence requirements .
- Executive sessions held “on occasion,” but frequency not specified; small board structure concentrates influence and may warrant attention from investors .
Related Party Transactions (Context)
- Disclosed arrangements with Land Resources & Royalties LLC, Wabash Wings LLC, Wabash Enterprises LLC (managed/beneficially linked to CEO/CFO), Land Betterment Corporation, American Resources Corporation, and First Frontier Capital LLC; transactions include leases, aircraft usage, contractor services, and prior financing conversion to common stock .
- Smith’s biography explicitly states he has no direct or indirect material interest in transactions requiring Item 404(a) disclosure .
Director Compensation Structure Signals
- Compensation for Smith in 2024 comprised stock warrants ($9,476 amortized value), with no cash fees disclosed; 25,000 warrants issued for board service. No grant date, strike, vesting, or expiration terms disclosed in proxy .
- No director stock ownership guidelines disclosed in proxy sections reviewed; ownership alignment relies on awards rather than direct holdings .
Say-on-Pay & Shareholder Feedback
- Not addressed for directors in the proxy sections reviewed; no say-on-pay percentages disclosed in the document .
Compensation Committee Analysis
- Committee independence affirmed; committee oversees executive and director compensation and stock plans .
- No disclosure of external compensation consultant usage or metric frameworks for director pay in the proxy sections reviewed .
Summary Implications for Investors
- Smith’s independence, committee roles, and perfect attendance support board effectiveness; his capital markets and IR expertise may enhance RMCO’s investor engagement and governance oversight .
- Alignment concerns persist: zero beneficial share ownership disclosed, warrant-based director compensation without performance metrics, and permissive hedging policy are investor confidence headwinds. The biography/committee chair discrepancy warrants clarification to ensure governance transparency .