Christopher Jones
About Christopher Jones
Christopher (Chris) Jones, 70, is TruGolf’s Chief Executive Officer, President and Chairman, and has led TruGolf since 2007 after founding Access Software in 1982 and serving as a Microsoft Project Manager through July 2004; he holds a Bachelor’s in Marketing and Finance from the University of Utah . Under his tenure, TruGolf’s first-half 2025 revenue increased 9% year over year to $9.7M, though operating loss widened, reflecting growth investments and cost pressures . TruGolf is a controlled company: Jones and co-founders collectively hold super-voting Class B shares representing ~88.6% voting power post-split, reinforcing governance influence alongside his dual CEO-Chair role .
| Performance Metric | FY 2024/Period | FY 2025/Period |
|---|---|---|
| Revenue ($) | $8,885,185 (6M ended 6/30/2024) | $9,700,094 (6M ended 6/30/2025) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Access Software | Founder/Executive | 1982–1999 | Pioneered 3D simulation; created Links golf franchise; built early 3D engines/FMVs |
| Microsoft | Project Manager (Xbox titles) | 1999–2004 (through July 2004) | Led development of Xbox titles; scaled game production processes |
| TruGolf | Chief Executive Officer | 2007–present | Grew virtual golf leader; expanded hardware/software (Apogee, E6); pursued franchise strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public-company directorships disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $150,000 | $72,000 |
| Cash Bonus ($) | — | — |
| Total Fixed Cash ($) | $150,000 | $72,000 |
Employment agreement: initial 5-year term commencing January 1, 2023 and ending January 1, 2028; eligible for annual base salary of $160,000 plus performance-based annual bonuses and equity incentives; terminable by either party .
Performance Compensation
| Component | Grant/Plan | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | 4,000 options granted under 2024 Plan | Not disclosed | — | — | Option award accounting value $95,091 in 2024 | Not disclosed |
| Additional Options Outstanding | 6,800 options outstanding as of 12/31/2024 | Not disclosed | — | — | — | Not disclosed |
| Annual Bonus | Performance-based (per agreement) | Not disclosed | — | — | No bonus paid in 2024 | — |
Notes:
- Specific performance metrics (e.g., revenue growth, EBITDA, TSR percentile) and any formulaic weights/targets are not disclosed in filings; payouts reflect option grant accounting in 2024 and no cash bonus .
Equity Ownership & Alignment
Pre-reverse split (record date May 5, 2025):
- Beneficial ownership: 8,988,824 shares; 24.8% of Class A common stock; 82.7% of total voting power; includes 5,044,424 Class B (25 votes per share) and 200,000 option shares .
- Shares outstanding: 31,417,124 Class A and 9,999,999 Class B; Class B carries 25 votes per share .
Post-reverse split (1-for-50 effective June 23, 2025):
- Class A outstanding: 1,117,603 shares (date of prospectus); controlled company status via Class B super-voting .
- Jones’s Class B holdings post-split: 100,888 shares; together with Steven R. Johnson (48,513) and David Ashby (50,598) collectively ~88.6% voting power for director elections .
| Ownership (Pre-Split) | Shares | % Class A | % Voting Power |
|---|---|---|---|
| Christopher Jones | 8,988,824 total; includes 5,044,424 Class B; 200,000 options | 24.8% | 82.7% |
Alignment policies:
- Insider trading policy mandates pre-clearance, quarterly blackouts, and event-specific trading restrictions .
- Hedging and pledging of Company securities are prohibited; margin accounts and publicly-traded options are disallowed to preserve alignment .
- Dodd-Frank recoupment (clawback) policy adopted; recovery of incentive-based compensation for three years following any restatement, including stock price/TSR-based awards using reasonable estimates .
Employment Terms
- Term: 5 years (01/01/2023–01/01/2028), terminable by either party .
- Compensation: Base $160,000; eligible for performance-based bonuses and equity incentives .
- Change-of-control: Eligible for compensation upon a future change of control (50% or greater) as well as upon termination or resignation; specific multiples/triggers not disclosed .
- Severance: Not detailed in public filings .
- Non-compete/non-solicit/garden leave: Not disclosed.
Board Governance
- Role: CEO, President and Chairman; dual-role concentration with controlled voting structure .
- Committees: Independent Audit (Chair: Humphrey Polanen), Compensation (Members: Polanen, Riley Russell; Chair: AJ Redmer), and Nominating & Corporate Governance (Members: Polanen, Redmer, Russell; Chair: Riley Russell) .
- Cybersecurity oversight: Board-level monitoring; committee reporting and management execution with third-party controls .
- Lead Independent Director: Not disclosed.
- Attendance: Not disclosed.
Track Record, Value Creation, and Execution Risk
- Product/Platform: Expanded proprietary hardware (Apogee) with ease-of-use and pace-of-play features; E6 Connect/Apex software widely compatible across ~90% of launch hardware, enabling VGA network and data strategy .
- Growth: First-half 2025 revenue up 9% YoY; increased operating loss reflects higher SG&A and other expenses amid scaling .
- Strategic initiatives: Franchise expansion, VGA competitive ecosystem, data monetization in discussion; execution depends on capital availability and supply chain reliability .
- Risks: Controlled company governance, material weaknesses in internal controls, Nasdaq listing compliance pressures, and dilutive capital structures (Series A Preferred, equity facilities) .
Director Compensation
- Not specifically disclosed for individual directors in the referenced filings.
Related Party and Red Flags
- Controlled company dual-class structure concentrating voting power among founders .
- Material weakness in internal controls disclosed; Jones has signed 302/906 certifications as Principal Executive Officer and Interim Principal Financial Officer .
- Significant potential dilution from Series A Preferred conversions and floor-price adjustments (risk of up to ~1.1B pre-split equivalent shares under certain scenarios as described pre-split) .
Compensation & Incentives Analysis
- Cash vs equity mix: 2024 total comp $167,091 with equity option grant value $95,091; no bonus, indicating heavier emphasis on equity relative to reduced cash salary that year .
- Options: Granted under the 2024 plan; outstanding options increased to 6,800 by year-end 2024, suggesting incremental equity awards for retention .
- Performance linkage: Agreement references performance-based bonuses, but filings lack disclosed metrics/targets; clawback policy provides ex-post alignment in case of restatement .
- Ownership alignment: Prohibition on hedging/pledging, significant personal equity exposure through Class B super-voting shares; strong alignment but high governance influence .
Investment Implications
- Alignment: High insider ownership and anti-hedging/pledging policies align Jones with long-term value; clawback policy mitigates restatement risk .
- Governance: CEO-Chair dual role within a controlled company reduces board independence leverage; independent committees partially offset, but voting control constrains minority influence .
- Retention/Execution: Equity-heavy incentives and large personal ownership support retention; however, internal control weaknesses and interim CFO status raise execution risk and oversight capacity concerns .
- Dilution/Overhang: Preferred stock conversion mechanics and equity facilities introduce dilution and potential selling pressure in adverse scenarios, affecting near-term valuation and TSR sensitivity .