Peter Borish
About Peter Borish
Peter Borish (age 65) is an independent director of Signing Day Sports, Inc. (SGN), serving since February 15, 2024. He chairs the Audit Committee and is designated the Board’s “audit committee financial expert,” and also serves on the Compensation and Nominating & Corporate Governance Committees. He holds a B.A. and an M.A. in Public Policy from the University of Michigan. The Board cites his executive, director, and trustee experience in financial management organizations as qualifications for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Computer Trading Corporation | President & CEO | Jan 2015–Present | — |
| Torsion Technologies, LLC | Partner | Dec 2021–Jan 2025 | — |
| Quad Group LLC | Chief Strategist | Jan 2013–Jun 2020 | — |
| ValueStream Labs | Board Advisor | Sep 2013–Aug 2024 | — |
| Charitybuzz.com | Director | Jan 2006–Aug 2013 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CIBC Bancorp USA | Director | Oct 2023–Present | Bank holding company subsidiary board service |
| RMB Investors Trust | Independent Trustee | 2015–Present | Registered management investment company |
| Laconic Infrastructure Partners Inc. | Director | May 2024–Present | — |
| Math for America | Director | 2004–Present | Non-profit board |
Board Governance
- Independence: The Board determined that Borish is independent under NYSE American rules; 3 of 5 SGN directors are independent.
- Committee leadership and membership:
- Audit Committee: Chair; determined independent under Rule 10A‑3 and NYSE American; designated “audit committee financial expert.”
- Compensation Committee: Member; independent under Rule 10C‑1/NYSE American.
- Nominating & Corporate Governance Committee: Member; independent.
- Attendance: In 2024 the Board held 5 meetings; each incumbent director attended at least 75% of Board and committee meetings on which they served.
- Governance context: CEO also serves as Chair; Board cites clarity of leadership as rationale.
Fixed Compensation
| Component | Terms | FY 2024 Amount | FY 2025 Actions |
|---|---|---|---|
| Cash retainer | $30,000 annual, paid in four equal installments upon attendance at four board meetings (during/after Q2) | $30,000 | — |
| Equity retainer (time‑vested RSAs) | Annual grant of restricted stock valued at $30,000, vests in four equal quarterly installments | 913 shares granted Mar 1, 2024; 1,042 shares granted Oct 16, 2024; aggregate grant‑date fair value $33,831 (ASC 718) | — |
| Discretionary director bonus | One‑time cash bonus for director services (Board‑approved Apr 17, 2025) | — | $45,000 |
| Expense reimbursement | Pre‑approved reasonable business expenses | — | — |
| Indemnification & D&O insurance | Individual indemnification agreement; covered by D&O insurance | — | — |
Notes:
- 2024 Director Compensation Table totals for Borish: Fees earned $30,000; Stock awards $33,831; Total $63,831.
- No option awards to Borish reported for 2024.
Performance Compensation
| Metric/Plan Feature | Applies to Director Pay? | Details |
|---|---|---|
| Performance metrics (e.g., revenue, EBITDA, TSR) | Not disclosed for director equity | Director agreement provides time‑vested restricted stock (quarterly vesting); no PSUs/metric‑based awards disclosed for directors. |
| Plan allows performance awards | Yes (company‑wide) | The equity plan permits Performance Compensation Awards based on goals (e.g., EPS, revenue, TSR), but director awards disclosed are restricted stock (time‑based). |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock Risk |
|---|---|---|
| CIBC Bancorp USA | Director | None disclosed with SGN customers/suppliers; no related‑party transactions involving Borish identified. – |
| RMB Investors Trust | Independent Trustee | None disclosed. |
| Laconic Infrastructure Partners Inc. | Director | None disclosed. |
| Math for America | Director | None disclosed. |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and designated “audit committee financial expert.”
- Education: B.A. and M.A. (Public Policy), University of Michigan.
- Sector experience: Executive, director, and trustee roles in financial management and investment organizations; Board cites this background as qualification.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Instruments |
|---|---|---|---|
| Peter Borish | 1,232 | <1% (non‑officer director) | Common stock only; no options disclosed as exercisable within 60 days |
Notes:
- Beneficial ownership percentages based on 3,947,781 common shares outstanding as of Sept 18, 2025 record date.
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock without approval; no pledging by Borish disclosed.
- Section 16(a): Company reports all director/officer filings were timely for 2024.
Governance Assessment
-
Positives
- Independent director with deep financial oversight credentials; serves as Audit Chair and “financial expert,” strengthening controls and reporting oversight.
- Independent across all three key committees (Audit, Compensation, Nominating), enhancing checks and balances.
- Attendance: At least 75% of Board/committee meetings in 2024 among incumbents.
- No related‑party transactions involving Borish disclosed; clean on conflicts in the “Certain Relationships and Related Party Transactions” section. –
- Hedging/pledging prohibitions support alignment with shareholders.
-
Watch items / RED FLAGS
- Discretionary cash bonuses paid to directors in 2025 ($45,000 to Borish) are atypical versus standard retainer/annual equity norms and can raise independence/perceived “pay for oversight” concerns; monitor frequency and rationale going forward.
- Combined CEO/Chair structure concentrates power; puts more weight on independent committee chairs (including Borish) to maintain robust oversight.
-
Compensation and Alignment
- Director pay mix in 2024 balanced between cash retainer ($30,000) and equity ($33,831 grant‑date fair value), providing some ownership alignment via time‑vested stock; lack of performance conditions on director equity is typical but means alignment depends on share ownership levels and vesting rather than explicit metrics.
-
Independence and Engagement
- Board determined Borish to be independent; service on all key independent committees and chairing Audit suggest high engagement and central role in governance.
-
Signals to Investors
- The presence of an experienced Audit Chair and financial expert is a governance positive for a small-cap issuer with prior internal control weaknesses noted historically at the company level; his role in submitting the Audit Committee report underscores accountability.
- The ad hoc 2025 director bonuses merit investor scrutiny of the Compensation Committee’s director pay philosophy and any link to extraordinary workload or special projects.
Overall: Borish strengthens SGN’s oversight as an independent Audit Chair and financial expert with relevant financial industry governance experience; the one-off 2025 director bonus is a notable deviation from standard director pay practices and should be monitored for recurrence or policy change.