Roger Mason Jr.
About Roger Mason Jr.
Roger Mason Jr. (age 45) is an independent director of Signing Day Sports, Inc. (SGN) and has served on the Board since September 2022 . A former NBA player (2002–2014) with international stints at Olympiacos (Greece, 2004–05) and Hapoel Jerusalem (Israel, 2005–06), he later held leadership roles at the NBPA as First Vice President (Aug 2013–Sep 2014) and Deputy Executive Director (Nov 2014–Dec 2016) . He co‑founded and has been CEO of Vaunt since March 2018; he holds a B.S. in Architecture/Business from the University of Virginia (2002), a B.S. in Business/Management from Union Institute & University, and an MBA from Columbia Business School (2017) . The Board has affirmatively determined Mason is independent under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Basketball Association (NBA) | Professional Player | 2002–2014 | Career experience provides athlete, league, and marketplace perspective |
| Olympiacos (Greece) | Professional Player | 2004–2005 | International team experience |
| Hapoel Jerusalem (Israel) | Professional Player | 2005–2006 | International team experience |
| National Basketball Players Association (NBPA) | First Vice President | Aug 2013–Sep 2014 | Player governance and labor relations exposure |
| National Basketball Players Association (NBPA) | Deputy Executive Director | Nov 2014–Dec 2016 | Executive leadership, negotiations, and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vaunt (NYC) | Co‑Founder & Chief Executive Officer | Mar 2018–Present | Experience in athlete-centric events and competitions |
- No current public company directorships are disclosed for Mason in SGN’s proxy biography .
Board Governance
- Committee assignments: Mason serves on the Audit Committee; he chairs the Compensation Committee; and he serves on the Nominating & Corporate Governance Committee .
- Independence: The Board classifies Mason as an independent director under NYSE American rules .
- Attendance and engagement: In 2024 the Board met 5 times, and each incumbent director attended at least 75% of Board and committee meetings; all five directors attended the 2024 annual meeting .
- Years of service: Director since September 2022 .
- Governance structure: SGN combines the CEO and Chair roles; the Board cites benefits of unified leadership; Audit Committee’s financial expert is Peter Borish (not Mason) .
- Risk oversight: Committees oversee financial reporting (Audit), compensation risk (Compensation), and governance matters (Nominating) per charters .
Fixed Compensation
| Year/Action | Cash Fees/Retainer | Detail |
|---|---|---|
| FY2024 Director Compensation | $0 | Proxy table shows $0 cash for Mason in 2024 |
| Apr 17, 2025 Discretionary Director Bonus | $22,500 | Board approved cash bonuses for directors, incl. $22,500 to Mason |
- Compensation consultant: The Compensation Committee did not retain a compensation consultant in FY2024 .
- Indemnification/D&O: SGN has director indemnification agreements and maintains D&O insurance .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant‑Date Fair Value | Vesting/Key Terms | Strike / Expiration |
|---|---|---|---|---|---|
| Oct 16, 2024 | Common Stock (Restricted/Time‑based) | 1,459 | $10,982 (ASC 718) | Time‑based vesting under standard RSA agreement | N/A |
| Sep 9, 2022 | Stock Option | 500 | N/A (footnote disclosure) | 1/12th vests each Mar 9, Jun 9, Sep 9, Dec 9 following grant; 125 unvested as of 12/31/2024 with vest dates Mar 9, 2025; Jun 9, 2025; Sep 9, 2025 | $148.80; expiration not disclosed for this grant in the table |
- Performance metrics: No director‑level performance metrics are disclosed for Mason’s equity; awards are time‑based .
- Clawback: SGN adopted a clawback policy aligned with NYSE American rules, applicable to executive officer incentive pay (policy disclosure included in the proxy) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mason .
- Interlocks/related party exposure: No related‑party transactions involving Mason are disclosed in the “Certain Relationships and Related Party Transactions” section; transactions disclosed relate primarily to the CEO and former directors/investors .
Expertise & Qualifications
- Education: B.S. in Architecture/Business (University of Virginia, 2002); B.S. in Business/Management (Union Institute & University); MBA (Columbia Business School, 2017) .
- Domain expertise: Athlete marketplace and recruitment insights; sports business and governance from NBPA executive roles; CEO/operator experience at Vaunt .
- Audit literacy: Serves on Audit Committee; Audit Committee financial expert designation is held by another director (Borish) .
Equity Ownership
| Holder | Total Beneficial Ownership (sh) | Common Shares (sh) | Options Exercisable Within 60 Days (sh) | % of Class |
|---|---|---|---|---|
| Roger Mason Jr. | 1,419 | 919 | 598 | <1% (asterisked in proxy) |
- Shares outstanding on record date (Sep 18, 2025): 3,947,781 .
- Hedging/pledging: SGN policy prohibits hedging and pledging (margin pledges require pre‑approval); applies to directors and related persons .
- Section 16 compliance: Company states all reports were timely filed for FY2024 .
Governance Assessment
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Positives:
- Independent director with multi‑committee responsibilities; chairs Compensation Committee; member of Audit and Nominating, indicating strong governance involvement .
- Attendance: At least 75% participation in 2024 Board/committee meetings; full Board attendance at 2024 annual meeting, supporting engagement .
- Equity alignment: Received time‑based equity (1,459 shares in 2024) and holds options, aligning interests with shareholders .
- Trading policy risk controls: Hedging/pledging prohibitions reduce misalignment/pledge risk .
- No related‑party transactions disclosed involving Mason, lowering conflict risk –.
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Watch items:
- Combined CEO/Chair structure persists; no designated lead independent director disclosed, which can concentrate authority and is a governance caution for some investors .
- Discretionary director cash bonuses in April 2025 ($22,500 for Mason) may raise questions about pay philosophy and performance linkage for non‑employee directors at a small‑cap company .
- Significant requested increase to the equity plan reserve to 1,000,000 shares (from 93,750) could contribute to dilution; oversight of grant practices by the Compensation Committee (which Mason chairs) will be important to monitor .
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Legal/disciplinary history: The proxy states, to the best of the company’s knowledge, none of the listed disqualifying events applied to its directors or officers over the past ten years, which includes Mason .