Gene Jones

About Gene Jones

Gene Jones (age 74) is an independent director of RYVYL, appointed September 1, 2025. He previously served as RYVYL’s Interim CFO and SEC Project Advisor (Mar–Oct 2023) and is a licensed CPA (Texas). He holds an MBA from Indiana University and a B.S. in Accounting from St. Joseph’s College, and is a partner at SeatonHill Partners, LP, bringing 35+ years across CFO/COO/Treasurer roles and a decade at KPMG with extensive M&A experience .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Jones is an “independent director” under Nasdaq Listing Rule 5605(a)(2) .
• Committee assignments and chairs:
  • Compensation Committee: Member and Chair (Jones chairs; members: Jones, Browndorf) .
  • Nominating & Corporate Governance Committee: Member (Chair is Moyer; members: Moyer, Jones) .
  • Audit Committee: Not a member (current members: Moyer—Chair, Browndorf). The company is currently noncompliant with Nasdaq audit committee composition (needs 3 independents) and targets adding a third independent by February 27, 2026 to cure the deficiency .
• Board leadership and risk oversight: Three of four directors are independent; executive sessions of independents are held; audit committee oversees financial risk; compensation committee oversees comp-related risk .
• Attendance and engagement: Company reports all directors in 2024 attended Board meetings and their committee meetings at least 100%, but notes Jones did not serve as a director during fiscal 2024; no Jones-specific attendance data yet .

Fixed Compensation

Performance Compensation

No director-specific performance metrics (revenue/EBITDA/TSR/ESG) are disclosed for Jones. The Compensation Committee (which Jones chairs) has the authority to engage outside consultants per its charter .

Other Directorships & Interlocks

• No current public company directorships or committee roles at other public companies are disclosed for Jones in RYVYL’s proxy or his appointment 8‑K .

Expertise & Qualifications

• Finance and accounting expert: 35+ years in CFO/COO/treasurer/controller roles across public, private, PE/venture‑backed firms; licensed CPA (TX) .
• Transactions: 40+ M&A, sales processes for six PE firms (KPMG tenure ~10 years) .
• Remediation/controls: Focus on transitions, leadership changes, process remediation, emergency funding, fraud detection/investigation .
• Prior RYVYL experience: Interim CFO/SEC advisor overseeing restatements and compliance—deep company familiarity .

Equity Ownership

No pledged shares, options, or RSUs are disclosed for Jones in the 2025 proxy. The proxy’s beneficial ownership table lists Jones without reported holdings .

Governance Assessment

• Strengths
  • Independent director with deep finance/audit/controls background and prior hands‑on remediation at RYVYL; now chairs the Compensation Committee and sits on Nominating—positions that influence governance and pay discipline .
  • No Item 404(a) related‑party transactions or family relationships disclosed for Jones; the 8‑K states no material related‑party transactions and no family ties to officers/directors .
• Watch items / potential investor‑confidence signals
  • Independence optics: Although the Board concluded Jones is independent, he served as RYVYL’s Interim CFO in 2023 (within recent years). Some investors may scrutinize perceived independence notwithstanding the Board’s determination under Nasdaq rules .
  • Audit Committee noncompliance: Board currently has only two audit committee members; must add a third independent by February 27, 2026 to cure Nasdaq deficiency—failure could risk Nasdaq listing; not directly about Jones but affects overall board effectiveness .
  • Alignment: Updated director pay replaced prior cash+equity with cash‑only $5,000/month; that reduces dilution but may modestly weaken equity alignment for new directors like Jones unless periodic equity awards are made under the plan .
  • Capital actions and governance overhang: The Board is seeking approval for a 1‑for‑20 to 1‑for‑50 reverse split and an increase in authorized shares to 500,000,000, citing Nasdaq minimum bid concerns and merger-related needs—these actions can be viewed as shareholder‑unfriendly by some investors if not paired with performance improvements .

Committee Assignments (Current)

Related-Party / Conflicts Check (Jones-specific)

• The Company disclosed no transactions requiring Item 404(a) disclosure for Jones at appointment, and the 8‑K states no arrangements/understandings for his selection; no family relationships .

Director Compensation Structure Analysis

• Policy shift: From monthly cash+equity (and higher chair retainers) to a flat $5,000/month cash for all non‑employee directors—reduces equity issuance/dilution and administrative complexity, but may lessen equity‑based alignment absent periodic grants under the 2023 EIP .
• Compensation committee oversight: Committee (chaired by Jones) is authorized to engage independent consultants and approve executive/director compensation; no disclosure of consultant engagement for 2025 .

Attendance and Engagement

• 2024 attendance: All directors in office in 2024 attended 100% of Board and committee meetings; Jones did not serve as a director during fiscal 2024; no attendance record for him yet .

RED FLAGS

• Nasdaq audit committee composition noncompliance until a third independent is added—deadline target Feb 27, 2026; possible delisting risk if not cured .
• Aggressive capital structure proposals (reverse split, large increase in authorized shares) to address bid price and merger considerations—execution and dilution risk considerations for shareholders .
• Independence optics due to prior Interim CFO role in 2023, despite the Board’s independence determination under Nasdaq rules .

Sources: RYVYL 2025 DEF 14A (Nov 14, 2025) and 8‑K (Sept 5, 2025) for director biography, independence, committee assignments, compensation policy, beneficial ownership, and governance context .