Riley Russell
About Riley Russell
Riley Russell is an independent director at TruGolf (TRUG), age 53, with 30+ years in games and interactive entertainment. He is currently Executive Vice President and Studio Head at Kojima Productions US; previously he was Executive Vice President at Penumbra, Inc. and Chief Legal Officer at Sony Interactive Entertainment LLC until 2021, where he oversaw the PlayStation division. He also serves on the boards of the Video Game Bar Association and the XR Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Interactive Entertainment LLC | Chief Legal Officer; responsible for PlayStation division | Until 2021 | Senior legal and business leadership in gaming/tech |
| Penumbra, Inc. | Executive Vice President | Not disclosed | Executive leadership experience |
| Kojima Productions US | Executive Vice President & Studio Head | Current | Studio leadership in interactive entertainment |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Video Game Bar Association | Industry/Professional Association | Board Member | Governance/legal community in gaming |
| XR Association | Industry Association (AR/VR/XR) | Board Member | Extended reality industry body |
Board Governance
- Independence: The board determined Russell is “independent” under Nasdaq and SEC rules .
- Committee assignments:
- Audit Committee member (Chair: Humphrey P. Polanen)
- Compensation Committee member (Chair: AJ Redmer)
- Governance & Nominating Committee Chair
- Controlled company context: Insiders (Christopher Jones, Steven R. Johnson, David Ashby) control ~88.6% of voting power; the company is a Nasdaq “controlled company.” While TruGolf has not taken controlled company exemptions to date, it may choose to in the future—creating potential governance dilution of independent committee requirements .
- Family relationships/selection arrangements: No family relationships among directors/executives; no arrangements/understandings with major shareholders regarding director selection .
- Compensation Committee interlocks: None; no executive officer of TruGolf served on another company’s comp committee with cross-service back to TruGolf .
- Meeting attendance: Not disclosed in available filings (no attendance table identified) .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | $0 | — | — | Company disclosed no compensation paid to non-employee directors in 2024 |
The board states an intent to adopt a non-employee director compensation policy (cash and/or equity) but has not disclosed structure or amounts yet .
Performance Compensation
| Component | Grant Details | Metrics/Performance Conditions | Vesting | Notes |
|---|---|---|---|---|
| Stock Options (beneficial ownership inclusion) | 30,000 Class A shares underlying options included in Russell’s beneficial ownership as of April 28, 2025 | Not disclosed | Not disclosed | Earlier tables reflect pre-reverse-split share counts; later filings reflect post-split counts |
- No director-specific performance metrics, strike prices, grant dates, or vesting schedules were disclosed for Russell in the filings reviewed .
Other Directorships & Interlocks
| Company/Organization | Public/Private/Association | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Video Game Bar Association | Association | Board Member | None identified with TruGolf’s customers/suppliers |
| XR Association | Association | Board Member | None identified with TruGolf’s customers/suppliers |
| Public Company Boards | — | None disclosed | No other current public company directorships disclosed |
Expertise & Qualifications
- Sector expertise: Video games, interactive entertainment, and technology; global operating and legal experience .
- Governance expertise: Chairs Governance & Nominating; serves on Audit and Compensation, indicating breadth across core board oversight areas .
- Education/age: Age 53; education not disclosed in filings reviewed .
Equity Ownership
| Date (Record/As of) | Shares Beneficially Owned | % of Common | % Voting Power | Notes |
|---|---|---|---|---|
| Apr 28, 2025 (10-K/A) | 30,000 | <1% | <1% | Includes 30,000 Class A shares underlying options |
| Jun 12, 2025 (S-1) | 30,000 | <1% | <1% | Based on 40,532,790 Class A outstanding |
| Jun 20, 2025 (S-1/A) | 600 | <1% | <1% | Reflects share count changes/reverse split effects |
| Aug 19, 2025 (S-1/A) | 600 | <1% | <1% | Reflects share count changes/reverse split effects |
- Pledging/hedging: No pledging or hedging disclosures identified for Russell in reviewed filings.
- Ownership guidelines: No director stock ownership guidelines disclosed in the filings reviewed .
Governance Assessment
- Strengths
- Independent director with deep sector expertise; chairs Governance & Nominating and sits on Audit and Compensation—broad oversight footprint .
- No family relationships or selection arrangements; no compensation committee interlocks; D&O insurance and indemnification in place .
- Watch items
- Controlled company status with ~88.6% voting power concentrated among insiders; although the company has not used exemptions to date, future reliance could weaken independent oversight and committee structures .
- No disclosure of 2024 director compensation (cash or equity) could affect alignment/retention until a formal director pay policy is adopted; also limits insight into equity-based alignment for independent directors .
- Board attendance metrics not disclosed, reducing visibility on director engagement in a year with significant corporate actions (financing, reverse split proposals) .
- Conflicts/Related parties
- No related-party transactions or conflicts were disclosed for Russell in the reviewed filings; company states no arrangements for director selection and no family relationships among directors/executives .
RED FLAGS: Potential future use of controlled company exemptions; absence of disclosed director attendance; lack of a published non-employee director compensation structure to evidence long-term alignment at this stage .