Gary Golden
About Gary N. Golden
Gary N. Golden (age 71) is an independent director of SKYX Platforms Corp. and has served on the Board since February 2022 . He is a seasoned finance executive (former CFO at NBG Home; prior senior roles at Kinko’s, Blockbuster, Fuqua Industries, Qualex; started at Arthur Andersen) and is designated by the Board as an “audit committee financial expert” under SEC rules . He is independent under Nasdaq rules; the Board determined all directors except Rani R. Kohen, Dov Shiff, and Leonard J. Sokolow are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Media Culture | Chief Financial Officer | Since June 2023 | Financial leadership at a media agency |
| vcfo | Advisory CFO services | Apr 2022–May 2023 | Fractional CFO engagements |
| ADB Companies | Interim CFO | 2021 | Transition finance leadership |
| MMC Group, Inc. | Project manager/contractor; CFO | 2021; 2008–2013 | Finance operations and projects |
| SportClips Haircuts | Interim Controller | 2021 | Accounting/controls |
| WebsterRogers LLP | Special project auditor | 2020 | Audit and advisory work |
| NBG Home (Nielsen & Bainbridge affiliate) | Chief Financial Officer | 2013–2019 | Global home décor manufacturer; deep industry experience |
| Kinko’s Inc. | Vice President, Controller | Prior | Corporate controllership |
| Blockbuster, Inc. | SVP & Corporate Controller | Prior | Corporate finance leadership |
| Fuqua Industries; Qualex, Inc. | Controller/Internal Audit roles | Prior | Finance and audit leadership |
| Arthur Andersen | Auditor | Early career | Public accounting foundation |
External Roles
- No current public company directorships are disclosed for Mr. Golden in SKYX’s 2025 proxy biography .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under SEC/Nasdaq; Board states all except Kohen, Shiff, Sokolow are independent |
| Committees (2024/record date) | Audit Committee (Chair); Compensation Committee (Chair); Nominating & Corporate Governance (Member) |
| Audit financial expert | Board determined Mr. Golden qualifies as an “audit committee financial expert” |
| Committee meetings in 2024 | Audit: 5; Compensation: 5; Nominating & Corporate Governance: 1 |
| Board meeting attendance (2024) | All current directors served and attended ≥75% of Board/committee meetings except Mr. Ridge (health-related); implies Mr. Golden ≥75% |
| 2025 Director election vote (Golden) | For: 25,600,739; Withheld: 439,444; Broker non-votes: 25,930,743 |
| Say-on-Pay 2025 | For: 25,287,709; Against: 660,715; Abstain: 91,759; Broker non-votes: 25,930,743 |
| Governance policies | Insider Trading Policy prohibits hedging/derivative transactions and pledging without prior approval; blackout and 10b5‑1 plan controls . Compensation Recovery (clawback) policy adopted in 2023 per SEC/Nasdaq rules |
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Option Awards (Grant-Date FV) | Total |
|---|---|---|---|---|
| 2024 | $30,000 | $19,620 | $5,670 | $55,290 |
Director Program Structure (as of 2023 program; applies to 2024/2025):
- Annual cash retainer: $30,000 (payable in cash or shares at director election; 2024 shares granted Dec 31 based on opening price) .
- Annual equity on “Program Grant Date” (third trading day after earnings release or 10-K filing): 5,000 restricted shares (immediate vest); 5,000 options (vest monthly over 12 months; 5-year term; strike = closing price on grant date) .
- Committee membership: Per committee, +3,000 restricted shares (immediate) and +3,000 options (12 monthly vest; 5-year term) .
- Committee chair: Per chair, +2,000 restricted shares (immediate) and +2,000 options (12 monthly vest; 5-year term) .
- Business Strategy & Development Committee: additional 12,500 restricted shares and 12,500 options annually for non‑employee members (not applicable to Mr. Golden) .
Performance Compensation (Director)
| Component | Structure | Metrics/Triggers | Vesting/Timing |
|---|---|---|---|
| Annual restricted stock | Fixed share amounts per role (base, committee, chair) | No performance metrics; time-based immediate vesting | Immediate on Program Grant Date |
| Annual stock options | Fixed option counts per role | No performance metrics; time-based vesting | 12 equal monthly installments; 5-year term; strike = grant-date close |
| Meeting/other fees | None disclosed beyond retainer | — | — |
No director performance metrics (e.g., TSR, revenue/EBITDA) are tied to Mr. Golden’s director compensation; equity is time-based with standard vesting .
Other Directorships & Interlocks
- No other current public company directorships disclosed for Mr. Golden; no interlocks with competitors/suppliers/customers are disclosed in the proxy .
Expertise & Qualifications
- Deep finance, accounting, internal controls, and audit oversight experience; recognized as audit committee financial expert .
- Industry exposure to home goods/lighting via NBG Home and broader consumer/retail via Blockbuster, Kinko’s .
Equity Ownership
| Holding Detail | Amount |
|---|---|
| Beneficial ownership (common) | 114,500 shares total (less than 1% of class) |
| Composition (footnote) | 64,000 shares common and 50,500 options exercisable within 60 days of May 13, 2025 |
| Unexercised options (12/31/2024) | 46,000 options outstanding (vested and unvested) |
| Pledging/Hedging | Company policy broadly prohibits hedging and pledging without prior approval; no pledging by Mr. Golden is disclosed |
Related-Party and Conflicts Review
- The Related Party Transactions section (2023–present) details preferred stock, notes, and other financings involving executives and a director (Shiff) but does not include Gary Golden; no transactions involving Mr. Golden are disclosed .
- The Audit Committee (which Mr. Golden chairs) oversees related-person transactions and conflict reviews under a written policy .
Governance Assessment
-
Strengths
- Independent director; chairs both Audit and Compensation Committees; member of Nominating & Corporate Governance—positions central to investor protection and oversight .
- Designated audit committee financial expert; signs Audit Committee report; active committee cadence (Audit/Comp: 5 meetings each in 2024) .
- Clean related-party profile—no disclosed transactions involving Mr. Golden .
- Ownership alignment via annual time‑based equity; ability to take cash retainer in stock enhances alignment options .
- Board/committee attendance ≥75% (only Mr. Ridge fell below due to health) .
-
Watch items
- Dual chair roles (Audit and Compensation) concentrate responsibilities; while acceptable under Nasdaq independence, it increases workload and centralizes oversight in a single director .
- Board leadership remains separated (Executive Chairman distinct from Co‑CEOs), which is positive for checks and balances; nevertheless, effectiveness depends on robust independent committee processes (which Mr. Golden leads) .
-
Shareholder sentiment
- Strong 2025 re-election support for Mr. Golden (25.6M For vs. 0.44M Withheld); Say‑on‑Pay also passed, suggesting general confidence in governance/compensation oversight .
-
Policy environment
- Insider Trading Policy bans hedging and restricts pledging; clawback policy adopted in 2023 aligns with best practices .
RED FLAGS
- None disclosed specific to Mr. Golden (no related-party transactions, no hedging/pledging disclosure, attendance ≥75%) .
Appendix: Director Compensation Program Mechanics
- Annual equity grant mechanics (timing/vesting/terms) and committee/chair adders provide transparent, formulaic director pay; 2024 grants carried an option exercise price of $1.09 and vested monthly beginning April 30, 2024 per table footnote .