Arthur L. Goldberg
About Arthur L. Goldberg
Independent director since February 2017; age 86 as of the 2025 proxy. Attorney and certified public accountant with prior CFO/COO roles and board service across multiple public companies; designated Audit Committee financial expert under Item 407(d)(5). Degrees: B.B.A. (City College of New York), M.B.A. (University of Chicago), J.D. and LL.M. (NYU School of Law). Tenure on SACH’s board: 2017–present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clear Skies Solar, Inc. | Chief Financial Officer | Jan 2008 – Mar 2012 | Senior finance leadership |
| Milestone Scientific, Inc. | Chief Financial Officer | Jan 2008 – Jun 2008 | Senior finance leadership |
| Tatum CFO Partners, LLP | Partner | Jun 1999 – Apr 2005 | Interim CFO services provider |
| Private practice | Accounting and business consultant | Apr 2012 – present | Advisory capacity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sport Haley Holdings, Inc. | Director | Mar 2011 – Jun 2015 | Apparel/furniture manufacturer and distributor |
| SED International Holdings, Inc. (OTC: SEDN) | Director | Jan 2008 – Mar 2013 | Consumer electronics distributor |
| — | — | — | No current public company directorships disclosed |
Board Governance
| Committee | Role | Expertise |
|---|---|---|
| Audit Committee | Chair | Audit Committee financial expert designation |
| Compensation Committee | Member | Independent director |
| Nominating & Corporate Governance Committee | Member | Independent director |
- Independence: Board determined Goldberg is independent under NYSE American standards; serves on all three key committees (Audit, Compensation, Nominating) composed entirely of independents .
- Attendance and engagement: In FY 2024, Board held 16 meetings; Audit 6, Compensation 4, Nominating 2; all directors attended ≥75% of aggregate meetings, and all attended the 2024 annual meeting .
- Board leadership and refresh: Company maintains ongoing succession planning and refresh; added director Jeffery Walraven in Aug 2024 and detailed independence considerations for interim officer service .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $90,000 per year, paid $22,500 quarterly (effective Jan 1, 2024) | |
| Audit Chair fee | $7,500 per year ($1,875 quarterly) | |
| Equity or cash election at re‑election | $20,000 in fully vested common shares or $20,000 cash lump sum | |
| Loan Approval Committee service | $10,000 per year ($2,500 quarterly) |
Director compensation actually received:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,500 | $134,060 (chose $20,000 Cash Option) |
| Stock Awards ($) | $21,240 | $0 |
| Total ($) | $118,740 | $134,060 |
- 2024 plan design moved from fixed equity grants (e.g., 6,000-share awards at re‑election) to an elective $20,000 cash or fully vested share choice; Goldberg elected cash in 2024 .
Performance Compensation
| Item | Details |
|---|---|
| Restricted stock awards | Director equity grants are time-based; no performance metrics disclosed for director awards . |
| Clawback | All awards under the 2025 Omnibus Incentive Plan subject to the Company’s clawback policy; directors as plan participants would be covered . |
Restricted stock vesting schedule (unvested as of Apr 30, 2025):
| Vesting Date | Shares |
|---|---|
| Sep 7, 2025 | 1,500 |
| Oct 13, 2025 | 1,250 |
| Sep 7, 2026 | 1,500 |
| Mar 10, 2026 | 5,000 |
| Mar 10, 2027 | 5,000 |
| Mar 10, 2028 | 5,000 |
| Total unvested | 19,250 |
Other Directorships & Interlocks
| Company | Type | Relationship |
|---|---|---|
| Milestone Scientific, Inc. | Prior CFO role (2008) | Historical connection; another SACH director (Leslie Bernhard) served long-term at Milestone, indicating potential network ties (no current conflict disclosed) . |
| Sport Haley Holdings, Inc.; SED International Holdings, Inc. | Prior directorships | No current interlocks disclosed . |
Expertise & Qualifications
- Legal and accounting credentials: Attorney, CPA; audit committee financial expert .
- Senior operating and finance experience: CFO/COO roles and interim CFO services; strong corporate finance, governance, and control background .
- Education: B.B.A. (City College of New York), M.B.A. (University of Chicago), J.D. and LL.M. (NYU School of Law) .
Equity Ownership
| Metric | As of Aug 27, 2024 (Record Date) | As of Apr 30, 2025 |
|---|---|---|
| Common shares beneficially owned | 36,628 | 56,628 |
| Ownership % of outstanding | <1% | <1% |
| Unvested restricted shares included above | 8,250 (various 2024–2026 dates) | 19,250 (schedule above) |
| Pledging/Hedging policy | Company prohibits pledging and short sales; pre-approval required for insider trades |
Governance Assessment
- Independence and expertise: Goldberg’s status as an independent director and Audit Chair with “financial expert” designation supports board effectiveness in oversight of reporting and controls .
- Attendance and involvement: Committee and board meeting cadence with ≥75% attendance across directors indicates active governance; full attendance at annual meeting in 2024 .
- Pay structure and alignment: 2024 compensation was cash‑heavy (no stock awards; $20,000 cash election) versus prior re‑election equity grants; however, unvested restricted stock totaling 19,250 shares provides ongoing alignment through time‑based vesting .
- Conflicts/related-party exposure: No related‑party transactions disclosed involving Goldberg; Company policy requires Audit Committee approval and market‑standard terms for any related‑party dealings .
- Policies: Insider trading pre‑clearance and anti‑pledging policies reduce alignment risks (hedging/pledging red flags mitigated) .
- Board refresh: At age 86, succession/refresh is relevant; Board described active refresh processes and added an experienced director in 2024, signaling awareness of continuity and independence considerations .
RED FLAGS to monitor
- Continued cash election versus equity for directors could reduce incremental ownership growth; watch future choices under the director plan .
- Company-level related-party payments (CEO family members) warrant ongoing Audit Committee oversight, though none involve Goldberg .
Positive signals
- Audit Committee leadership, financial expert status, and strong meeting participation underpin investor confidence in financial oversight .
- Time‑based equity vesting and anti‑pledging/insider policies support alignment and risk controls .