Daniel Nelson
About Daniel Nelson
Daniel Nelson, 62, is SGN’s Chief Executive Officer, Chairman, and a director; he has served on the board since July 2022, was President from August–November 2022, became CEO in November 2022, and Chairman in March 2023 . He founded Daniel Nelson Financial Services in 1997 after starting his finance career in 1986, bringing over three decades of financial services experience to SGN . SGN’s governance structure combines CEO and Chair roles; the Board determined Nelson is not independent under NYSE American rules, while three of five directors are independent, with committees chaired by independent directors . The company adopted an NYSE-compliant clawback policy and prohibits hedging and pledging (unless pre-approved), shaping incentive alignment and trading behavior .
Company performance during Nelson’s tenure:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $307,578 | $615,551 |
| EBITDA ($USD) | -$4,732,428* | -$7,472,099* |
| Net Income ($USD) | -$5,478,120* | -$8,725,952* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Signing Day Sports, Inc. | Chairman | Mar 2023–Present | Combined CEO/Chair leadership providing single chain of command; Board cites Nelson’s experience as rationale . |
| Signing Day Sports, Inc. | Chief Executive Officer | Nov 2022–Present | Leads strategy and execution; not deemed independent by Board . |
| Signing Day Sports, Inc. | President | Aug 2022–Nov 2022 | Executive transition prior to CEO appointment . |
| Signing Day Sports, Inc. | Director | Jul 2022–Present | Board service with committee oversight by independent members . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Daniel Nelson Financial Services, Inc. | Chief Executive Officer | 1997–Present | Founder/CEO focusing on employee benefits; long-tenured finance expertise . |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($USD) | $23,038 | $237,500 |
| Cash Bonus ($USD) | — | — |
| All Other Compensation ($USD) | — | $14,489 (healthcare benefits) |
- Employment agreement terms: Base salary set at $425,000 from Nov 22, 2023 to Feb 29, 2024 under original CEO agreement; reduced to $200,000 effective Mar 1, 2024 under Amended & Restated CEO Employment Agreement .
- Discretionary cash bonus: $140,000 approved on Apr 17, 2025 by Compensation Committee (8-K Item 5.02) .
Performance Compensation
Equity Awards (RSUs/Restricted Stock/Common Stock)
| Grant Type | Grant Date | Shares | Vesting Schedule | Grant-Date Fair Value / Notes |
|---|---|---|---|---|
| Restricted Common Stock | Jun 13, 2024 | 4,168 | Vests in four approximately equal increments on Sep 13, 2024; Dec 13, 2024; Mar 13, 2025; Jun 13, 2025 | Included in 2024 stock awards; total 2024 fair value $215,960 (aggregate for 2024 awards) . |
| Common Stock (time-based) | Oct 16, 2024 | 20,832 | Not specified further; awarded under Plan | Included in 2024 stock awards; ASC 718 methodology referenced . |
Stock Options
| Grant Date | Shares | Exercise Price | Exercisability/Vesting | Expiration |
|---|---|---|---|---|
| Nov 22, 2023 | 2,084 | $108.00 | 50% vested at grant; remaining half vested in six equal monthly portions post-grant (subject to service) | Nov 21, 2033 |
| Sep 28, 2022 | 730 | $148.80 | Not specified beyond exercisable status at 12/31/2024 | Sep 28, 2032 |
- Option grant activity: No stock options granted in FY 2024 .
- Performance metrics tied to pay: Proxy does not disclose specific financial/TSR/ESG targets or weightings for Nelson’s awards; FY 2024 awards are primarily time-based vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 35,103 shares (0.9% of outstanding) . |
| Ownership Breakdown | 1,042 shares held directly; 31,247 shares held by The Nelson Revocable Living Trust; 2,814 shares issuable within 60 days via options; co-trustees: Daniel and Jodi B. Nelson . |
| Vested vs Unvested (12/31/2024) | Unvested restricted shares: 2,084 (market value $5,481 at $2.63 closing price on 12/31/2024); scheduled to vest on Mar 13, 2025 and Jun 13, 2025 . |
| Options (Exercisable/Unexercisable) | 2,084 exercisable at $108.00 (exp. 11/21/2033); 730 exercisable at $148.80 (exp. 9/28/2032) . |
| Hedging/Pledging | Hedging banned; pledging or margin accounts prohibited unless specifically pre-approved; short sales banned . |
| Ownership Guidelines | No executive stock ownership multiple disclosed; director alignment discussed generally . |
Insider selling pressure indicators:
- Upcoming RSU vest dates in 2025 (Mar 13, Jun 13) could create sell-to-cover dynamics, though hedging/pledging restrictions are in place .
- Beneficial ownership is modest at 0.9%, limiting economic alignment relative to total float .
Employment Terms
- Agreements: Original CEO Employment Agreement (Nov 22, 2023); Amended & Restated CEO Employment Agreement (Mar 1, 2024); Amendment No. 1 to CEO Agreement (Jul 9, 2024) .
- Severance (without cause): 12 monthly installments of base salary in effect at termination; plus previously earned/accrued benefits, subject to release .
- Change-of-Control termination: One-half of base salary paid over six monthly installments if Company terminates upon a Change of Control, subject to release .
- Non-compete/Non-solicit/Confidentiality: Executives sign agreements with confidentiality, inventions assignment; non-compete during employment, non-solicit for one year post-employment; non-disparagement applies during and after employment .
- Benefits: Eligible for comprehensive benefits; reimbursable business expenses per policy .
Board Governance
- Board composition and independence: Five directors; three independent (Roger Mason Jr., Greg Economou, Peter Borish); Nelson and Hecklinski are not independent .
- Dual role implications: CEO also serves as Chairman; Board cites benefits of unified leadership and Nelson’s tenure/experience as rationale .
- Committees and leadership:
- Audit Committee: Independent directors Mason, Economou, Borish; chair: Peter Borish; Borish designated “audit committee financial expert” .
- Compensation Committee: Independent directors Mason (chair), Economou, Borish; CEO cannot participate in his compensation deliberations .
- Nominating Committee: Independent directors Mason, Economou (chair), Borish .
- Disclosure Controls & Procedures Committee: Officers and directors; chair: Craig Smith .
- Board activity: Five meetings held in FY 2024; each incumbent attended at least 75% of Board and committee meetings; all five directors attended 2024 annual meeting .
- Director compensation policy: Emphasis on time commitments and equity alignment; director fees disclosed for non-employee directors (not applicable to executive director Nelson) .
Related Party Transactions (Alignment/Risk Signals)
- Loans to SGN by Nelson/affiliates:
- April 2024 note: Nelson advanced $100,000 (with additional advances $75,000 on May 1, 2024 and $2,500 on Jun 14, 2024); monthly interest 3.5% compounded; $239,662 repaid Jan 10/13, 2025 .
- Promissory notes to Daniel Nelson Financial Services: $95,000 (Mar 8, 2023) repaid Oct 10, 2023; $75,000 (Mar 1, 2023) repaid May 18, 2023 .
- Promissory note to Nelson: $35,000 (Jul 11, 2022); repayment Oct 10, 2023 with waiver of default interest .
- Promissory note to Nelson: $130,000 (Jul 23, 2023) repaid Nov 22, 2023; interest waived .
- Small loan: $14,000 (Sep 20, 2023) by Daniel Nelson Financial Services; $3,530 outstanding at 12/31/2024; repaid Mar 7, 2025 .
- Convertible note to Nelson Trust: $1.5M 6% convertible (Oct 15, 2021) converted automatically into 13,750 shares upon IPO on Nov 16, 2023; interest waived .
- Benefits brokerage: Daniel Nelson Financial Services acted as insurance agent; SGN paid approx. $4,537 (2024) and $4,771 (2023) to DNFS under group benefits plans .
- Bank line guarantee: Southwest Heritage Bank $350,000 LOC required guarantees by Daniel Nelson, spouse, and Nelson Trust; variable prime +1%; origination fees $4,124 .
Compensation Committee Practices
- No compensation consultant retained in FY 2024; CEO excluded from deliberations on his pay; committee approves executive equity awards and director pay .
Equity Plan Capacity and Dilution
- Plan shares remaining: 413 available as of record date in Oct 2025 .
- Proposed amendment: Increase reserve to 1,000,000 shares (contingent on shareholder approval), citing need to attract/retain talent and continue equity-based compensation .
Equity Ownership & Vesting Schedules (Detail)
| Grant | Unvested as of 12/31/2024 | Vest Dates |
|---|---|---|
| RSU grant (Jun 13, 2024) | 2,084 remaining unvested | Mar 13, 2025; Jun 13, 2025 |
| RSU grant (Jun 13, 2024) | 4-increment schedule across Sep 13, 2024; Dec 13, 2024; Mar 13, 2025; Jun 13, 2025 | Time-based |
Director Service History and Roles
- Board service: Director since July 2022; standing for re-election in 2025 .
- Committees: Nelson participates in the Disclosure Controls & Procedures Committee (membership comprises officers/directors); independent directors chair Audit/Comp/Nominating committees .
- Independence: Not independent under NYSE American; dual role as CEO and Chair highlighted by Board .
- Meeting attendance: ≥75% attendance in 2024; all directors attended 2024 annual meeting .
Employment Economics (Severance/Change-of-Control)
| Provision | Terms |
|---|---|
| Termination without cause | 12 monthly installments of base salary in effect at termination; previously earned/accrued benefits; release required . |
| Termination upon Change of Control | One-half of base salary over six monthly installments; release may be required . |
Risk Indicators & Red Flags
- Combined CEO/Chair with non-independent status; mitigated by independent committee chairs but presents oversight concentration .
- Multiple related party transactions (loans; benefits brokerage; guarantees) requiring robust Audit Committee oversight .
- Discretionary cash bonus of $140,000 in Apr 2025 despite negative EBITDA/net income, suggesting board discretion; no disclosed performance metrics .
- Hedging/short sales prohibited; pledging restricted—reduces misalignment risk from derivatives or margin pressure .
- Clawback policy in place, compliant with NYSE rules—recoups incentive comp upon restatements .
Say-on-Pay & Shareholder Feedback
- Not disclosed in the 2025 proxy materials reviewed.
Expertise & Qualifications
- Finance/benefits domain expertise via DNFS; long-tenured finance background cited as qualification for Board service .
Work History & Career Trajectory
- Financial services since 1986; DNFS CEO since 1997; SGN President then CEO/Chairman since 2022–2023 .
Investment Implications
- Alignment: Beneficial ownership of 0.9% is meaningful but modest; time-based RSU vesting into mid-2025 may create sell-to-cover dynamics, though hedging/pledging restrictions curb riskier behaviors .
- Governance/Oversight: Dual CEO/Chair role with non-independence places more weight on committee independence (Audit/Comp/Nominating), which are chaired by independent directors; robust clawback/hard ban on hedging supports investor-friendly governance .
- Pay-for-performance: 2025 discretionary bonus alongside continuing losses signals a higher degree of discretion; lack of disclosed quantitative targets reduces visibility into pay-for-performance rigor .
- Related-party exposure: Loans/guarantees/benefits brokerage create potential conflicts; continued oversight via Audit Committee is key .
- Dilution risk: Proposed expansion of equity plan to 1,000,000 shares indicates continued reliance on equity comp; investors should monitor grant pace and overhang .