Nathan Larsen
About Nathan Larsen
Nathan E. Larsen (age 54) is Chief Experience Officer (CXO) at TruGolf Holdings, Inc. (TRUG) since October 2021, responsible for product experience across hardware/software and customer engagement . He has over three decades in interactive software and design, including creative roles at Access Software, Microsoft’s Xbox division, and Take-Two/Indie Built, plus operating leadership in residential construction and branding consultancy . Company performance context during his tenure: 2024 revenue $21.86M vs. $20.58M in 2023 (≈6% YoY) ; TruGolf guided second-half 2024 EBITDA >$2.2M and full-year EBITDA >$1.2M . Nasdaq compliance has been a continuing risk with bid‑price/equity exceptions granted mid‑2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Access Software | Artist/Animator/Art Director | 1991–1999 | Core creative on PC game franchises, foundational experience in 3D simulation/art pipelines |
| Microsoft (Xbox Games) | Creative Director | 1999–2004 | Led creative on Xbox titles; deepened platform development expertise |
| Take-Two / Indie Built Studio | Creative Director & Director, Business Development | 2004–2006 | Combined creative leadership with commercial BD for console game development |
| Equity Building Solutions Inc. | President & COO | 2006–2019 | Ran operations in residential development/construction; management and P&L leadership |
| Freelance Consultant | Brand/Marketing Consultant (medical/forestry/construction) | 2019–2021 | Cross‑industry branding/marketing advisory |
External Roles
| Organization | Role/Status | Years |
|---|---|---|
| Salt Lake Home Builders Association | Member | Not specified |
| Utah Valley Home Builders Association | Member | Not specified |
| Park City Area Home Builders Association | Member | Not specified |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $163,000 | $163,000 |
| Target/Eligible Base in Employment Agreement ($) | $144,000 (evergreen agreement; quarterly bonus eligible) | $144,000 (evergreen agreement; quarterly bonus eligible) |
| Bonus ($) | Not disclosed; “Non‑equity incentive” $0 | Not disclosed; “Non‑equity incentive” $0 |
| Stock Awards ($) | $690,000 (type/vesting not detailed) | — |
| Option Awards (Grant‑date FV) ($) | — | $57,055 |
| Total Compensation ($) | $853,000 | $220,055 |
Performance Compensation
- Structure: Eligible for a quarterly bonus under the CXO employment agreement; specific performance metrics, weightings, targets, and payouts were not disclosed, and 2024 non‑equity incentive compensation was $0 .
- Company Clawback: Dodd‑Frank restatement recoupment policy applies to executive incentive‑based comp tied to financial reporting measures (3‑year lookback upon restatement) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Quarterly bonus | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Equity Ownership & Alignment
- Beneficial ownership (as of May 5, 2025): 326,832 shares; ≈1.1% of Class A common stock and ≈1.1% of total voting power .
- Options outstanding (post reverse split; as of Dec 31, 2024): 4,800 total (2,400 exercisable / 2,400 unexercisable), exercise price $46.50, expiration 10/11/2034 . These figures reflect reverse split adjustments (e.g., 1‑for‑50) executed in 2025; earlier disclosures showed 120,000 pre‑split options at $0.93 with the same grant date and 10‑year term .
- Hedging/Pledging: Insider Trading Policy prohibits short sales and publicly‑traded options; hedging or monetization transactions require pre‑clearance; holding Company securities in margin accounts or pledging as collateral is prohibited, reinforcing alignment with shareholders .
| Ownership Detail | Amount/Status | Notes |
|---|---|---|
| Class A shares owned | 326,832 (≈1.1% of Class A and voting power) | As of May 5, 2025 |
| Options – exercisable | 2,400 @ $46.50, exp. 10/11/2034 | Post reverse split |
| Options – unexercisable | 2,400 @ $46.50, exp. 10/11/2034 | Vesting schedule not disclosed |
| RSUs/PSUs | Not disclosed | 2023 stock awards reported ($690k), award type/vesting not specified |
| Pledged/Hedged | Prohibited by policy (no margin/pledge; hedging requires approval) | Company‑wide policy |
Employment Terms
- Title/Start: Chief Experience Officer since October 2021 .
- Agreement: Evergreen; eligible for $144,000 annual base salary and quarterly bonus; options granted under 2024 plan (post‑split outstanding shown above) .
- Severance / Change‑of‑Control: Not disclosed for Larsen (CEO’s agreement references change‑of‑control compensation; Larsen’s agreement does not disclose severance or CoC economics) .
- Clawback & Trading: Company recoupment policy applies to incentive comp on restatement; strict insider trading pre‑clearance, blackout periods, and restrictions on hedging/pledging/standing orders .
Investment Implications
- Alignment: Equity‑heavy pay mix in 2023–2024 (stock/option awards), prohibitions on pledging/margin and controlled hedging are positive for alignment and reduce adverse signaling risks .
- Retention: Evergreen employment with unvested options (2,400 as of year‑end 2024) supports retention; lack of disclosed severance/CoC terms for Larsen suggests limited contractual retention guards if volatility persists .
- Selling Pressure/Dilution: Large registered share overhang from Series A Preferred/warrants conversions (up to 420.8M pre‑split equivalent shares) and Nasdaq compliance actions (reverse split, bid‑price exceptions) can weigh on stock and option realizable value despite executive equity alignment .
- Execution Risk: Company reported material weaknesses in internal controls and ongoing Nasdaq listing compliance risks; while 2024 revenue grew ~6% and 2H EBITDA exceeded targets, sustaining improvements and strengthening controls remain critical .
Context performance indicators (company-level): • Revenue ($): 2023 $20.58M; 2024 $21.86M (≈6% YoY)
• EBITDA (guidance): 2H 2024 >$2.2M; FY 2024 >$1.2M (unaudited guidance update)
• Nasdaq status: temporary exception and transfer to Capital Market in June 2025
Key Data Tables
Compensation Summary (Larsen)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $163,000 | $163,000 |
| Bonus ($) | $0 (Non‑equity incentive) | $0 (Non‑equity incentive) |
| Stock Awards ($) | $690,000 | — |
| Option Awards ($) | — | $57,055 |
| Total ($) | $853,000 | $220,055 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Item | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (post split) | 2,400 | 2,400 | $46.50 | 10/11/2034 |
Beneficial Ownership (as of May 5, 2025)
| Holder | Shares | % Class A | % Voting Power |
|---|---|---|---|
| Nathan E. Larsen | 326,832 | 1.1% | 1.1% |
Company Performance (context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | $20,583,851 | $21,858,864 |
| EBITDA (guidance) | — | FY >$1.2M; 2H >$2.2M |
Notes & Policies
- Recoupment: Applies to incentive-based compensation upon any required accounting restatement; 3‑year recovery period .
- Insider Trading: Requires pre‑clearance; blackout periods; prohibits short sales/publicly‑traded options; bans margin accounts/pledges; hedging requires approval .
Investment Implications
- Pay-for-performance transparency is limited (no disclosed CXO bonus metrics), but equity components and anti‑pledge/hedge rules support alignment. Retention is aided by unvested options; lack of disclosed severance/CoC terms implies less protection in adverse scenarios. Dilution and listing risks (reverse split, registered conversions, material control weaknesses) are primary execution risks; continued revenue traction and EBITDA delivery are positive but must be sustained alongside control remediation and Nasdaq compliance .