Jerry Naumoff
About Jerry Naumoff
Jerry Naumoff (age 67) joined Rumble Inc.’s Board in November 2024 and is currently designated as the independent lead director. He is Chairman Emeritus and Founding Partner of Taskforce BPO; previously CEO/Chairman of Taskforce (2017–2022), Minister for Foreign Direct Investments for the Republic of Macedonia (2013–2017), and Founder/President of The Naumoff Group, Inc. (est. 1993). He holds a B.S. in Business Administration and Marketing from Ball State University; the Board affirms his independence under Nasdaq standards, and notes his son is a non‑executive salaried employee of the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taskforce BPO | Chairman Emeritus; Founding Partner | Ongoing; firm founded prior to 2017 | Built one of Southeast Europe’s fastest-growing companies; leadership credential |
| Taskforce | CEO and Chairman of the Board | Jul 2017 – Jan 2022 | Operational leadership experience |
| Government of the Republic of Macedonia | Minister for Foreign Direct Investments | May 2013 – Jun 2017 | Foreign investment policy expertise |
| The Naumoff Group, Inc. | Founder and President | Founded 1993 | Risk management advisory background |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Taskforce BPO | Chairman Emeritus; Founding Partner | Current (as disclosed) |
| Government of the Republic of Macedonia | Former Minister (FDI) | 2013–2017 |
| The Naumoff Group, Inc. | Founder/President | Since 1993 |
No other public company directorships are mentioned in the proxy biography .
Board Governance
- Independence: Board determined all directors other than Chris Pavlovski and Ryan Milnes are independent; Naumoff is independent under Nasdaq standards .
- Lead Independent Director: Board designated Jerry Naumoff as the independent “lead director,” presiding over executive sessions when the Chair is not independent .
- Committee Assignments and Expertise:
- Audit Committee member; qualified audit committee financial expert .
- Nominating and Corporate Governance Committee chair .
- Attendance and Engagement: In FY 2024, the Board met 21 times; Audit 10, Compensation 5, Nominating 3; each director attended ≥75% of aggregate Board/committee meetings (Naumoff’s service began Nov 2024) .
- Election Results (2025 Annual Meeting): As Class A Director, Jerry Naumoff received 13,976,804 For and 1,011,411 Withheld (no broker non‑votes, elected solely by Class A holders) .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Directors may elect RSUs in lieu of cash |
| Audit Committee chair | $20,000 | Additional cash; RSU election option |
| Audit Committee member | $12,500 | Additional cash; RSU election option |
| Compensation Committee chair | $15,000 | Additional cash; RSU election option |
| Compensation Committee member | $7,500 | Additional cash; RSU election option |
| Nominating & Gov. Committee chair | $12,500 | Additional cash; RSU election option |
| Nominating & Gov. Committee member | $5,000 | Additional cash; RSU election option |
| Director (FY 2024 Actual) | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Jerry Naumoff | 11,986 | 143,836 | 155,822 | Prorated for partial year of Board service; awards vest 6/13/2025 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (Director equity retainer, prorated) | 2024 (prorated) | 20,173 | 143,836 | Fully vests 6/13/2025 | FY 2024 director grant timing/result per proxy |
| RSU (Annual director grant) | 6/12/2025 | 27,273 | — | Vests 6/12/2026 | Reported on Form 4; tax withholding described below |
| Related Transaction | Date | Type | Shares | Price | Holdings After |
|---|---|---|---|---|---|
| RSU Award (Form 4) | 11/27/2024 | A (Award) | 20,173 | — | — |
| RSU Award (Form 4) | 6/12/2025 | A (Award) | 27,273 | $0 | 66,335 |
| Tax Withholding (Form 4) | 6/14/2025 | F (Tax) | 5,044 | $8.65 | 61,291 |
2025 Form 4 notes RSU vesting on 6/12/2026 and tax withholding transaction on 6/14/2025 .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Not disclosed | Public company boards | — | No other public company directorships mentioned in the proxy biography |
No related‑party transactions involving Naumoff requiring Item 404(a) disclosure; 8‑K notes his son is a non‑executive salaried employee .
Expertise & Qualifications
- International business leadership (Taskforce BPO; ministerial role), risk management advisory experience (Naumoff Group) .
- Audit Committee Financial Expert designation; financially literate .
- Lead independent director governance role and chair of Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Class A Shares Owned | ExchangeCo Shares | Options exercisable ≤60 days | Total Beneficially Owned | % of Class A | Voting Power |
|---|---|---|---|---|---|---|
| Jerry Naumoff | 4,000 | — | — | 4,000 | <1% | <1% |
| Equity Awards Held (as of 12/31/2024) | RSUs | Stock Options |
|---|---|---|
| Jerry Naumoff | 20,173 | — |
Additional RSU grant of 27,273 on 6/12/2025; holdings adjusted for tax withholding on 6/14/2025 per Form 4 .
Governance Assessment
- Positive signals:
- Independent lead director role with committee leadership (Nominating & Corporate Governance chair) and Audit Committee membership; designated audit committee financial expert, indicating financial oversight capability .
- Confirmed independence under Nasdaq and Exchange Act rules; elected as Class A Director with clear stockholder support metrics at 2025 Annual Meeting .
- Attendance meets ≥75% threshold across Board/committee meetings in FY 2024, indicating engagement (service began Nov 2024) .
- Potential conflicts/risks:
- Family member employed by the Company (son); while not a related‑party transaction under Item 404(a), it warrants monitoring for independence perceptions .
- Controlled company status concentrates voting power with CEO (Class D shares), elevating reliance on independent directors (including lead director) for effective oversight .
- Insider trading policy “generally” does not prohibit hedging/pledging transactions, subject to pre‑clearance, which is a governance red flag in many investor frameworks (no evidence Naumoff engaged in such transactions) .
- Compensation/ownership alignment:
- Director pay mix is heavily equity‑based RSUs (time‑based vesting), aligning with stockholder interests; Naumoff’s FY 2024 compensation was prorated ($11,986 cash; $143,836 RSUs; total $155,822) with RSUs vesting 6/13/2025 .
- Beneficial ownership is small (<1%), but ongoing annual director RSU grants (e.g., 27,273 RSUs in 2025) increase exposure to share price performance over time .
Committee composition and charters (Audit, Compensation, Nominating & Corporate Governance) are established and available, with meeting counts disclosed; Mercer retained as independent compensation consultant, with no identified conflicts .